A Nightmare Come True
by gman2006
Summary: After capturing Nightmare Moon's energy, Luna holds onto the sealed evil for safe keeping. The ponies of Equestria go about their lives, but when Nightmare Moon escapes, enters Princess Celestia, and allies herself with the changelings, it will take every able pony in Ponyville to bring down the most dangerous tag team of villains and stop them from conquering Equestria.
1. Chapter 1

This will be my first multi-chapter work in over a year, and will be my second MLP story. It's quite a bit more ambitious than my first story, but I'm very excited to finally be able to bring this to life for everyone to read. I've been planning out this for a long time, so I do hope everyone enjoys it, and please, feel free to leave me a review and tell me what you think. Enjoy!

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 _They've promised that dreams can come true – but forget to mention that nightmares are dreams, too.  
\- Oscar Wild_

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 **Chapter 1: Prologue**

Smoke, black like ash, surrounded her. Spiraling around Moon Dancer, it offered glimpses of her friends between the cracks. Minuette, Lemon Hearts, and Twinkle Shine, all stood there, watching her. As she spun herself around, searching for a way out of the clouded prison, she spotted both Spike and Twilight Sparkle, eyeing her as well. Voices echoed within the smoke, thunder and lightning streaking through the brewing storm as whispers taunted her. "They'll never stay with you. It's only out of convenience that they're even here now."

"No! Twilight wouldn't do that! None of them would do that to me! I'm their friend!" Moon Dancer cried back. Conjuring up her magic, Dancer casted a powerful transportation spell to escape the nightmarish energy and join her friends. The bleak clouds however, followed her in the transportation, arriving at her new spot as the ponies turned around, almost enjoying her little game.

"Think about it! Why are so many of them even here? It's because Twilight begged them to join her. They wouldn't even be here if it wasn't for her!" As the voices spoke, one by one, her friends began to disappear. Minuette, followed by Lemon Hearts, and Twinkle Shine, disappeared into the black abyss.

Tears welled up in Moon Dancer's face as her friends became lost in the cracks of the swirling storm. "No! This isn't real! Minuette! Lemon Hearts! They wouldn't do that!"

"Oh, but they would! And they will! For years, they survived without the need to so much as look at you, and now you're saying they couldn't go back?" For the first time, Moon Dancer noticed a pair of blue glowing eyes in the clouds, swirling around her, watching her every move. The voices crackled and creaked as they spoke, but all seemed to originate from the traveling eyes. "And Twilight, she's the worst offender of them all. The Princess of Friendship had time to apologize for ruining your life . . . and then off she disappeared again. Never to return!"

Moon Dancer felt sweat trickling down her face, her eyes wide with fear as she followed the blue orbs through the clouds. "T-Twilight's a princess. She has so much going on now. I-I can't expect her to just . . ."

"Just what? Take a weekend off and visit her best friend from Canterlot? You're right. It's too much for her. It's too much for any-pony!" The voices taunted. The eyes halted in their little dance around the unicorn as they narrowed in on Moon Dancer.

Moon Dancer shuddered. She felt the air around her suddenly growing cold. Shivers ran up her spine as she stared through the coal-like clouds. Twilight and Spike were no longer there. All she heard from them was a fading, echo of a voice, "Bye Moon Dancer!"

"No Twilight, WAIT!" She cried out, "Help me!"

The voices merged as laughing bounced off the charcoal mist, becoming that of a much older mare. Her voice sounded eerily familiar as she cackled at Moon Dancer's trembling figure. "You're all alone again Moon Dancer! No one to care for you. Your nose will be buried in books again, your studies your only company."

Trembling, Moon Dancer covered her head with her front hooves. "No! Please! Anything but that!" She couldn't take it. The thought of being alone again, tore at her heart. "Please, how do I get them back?"

"With me." The voice sounded so close to her now, like a whisper against her ear. She could almost feel the warm breath against her fur. "All you need is me. A friend that never leaves, is always right there with you." The nightmarish energy swarmed closer around Moon Dancer, almost suffocating her as the voice finished, "You're their friend out of convenience, out of obligation. Me? I need a friend just as much as you do. Moon Dancer, I need you."

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Moon Dancer opened her eyes, only, she was no longer Moon Dancer. The nightmarish energy of Nightmare Moon had succeeded in corrupting its new host. She glared down at both Twilight Sparkle and Princess Luna, laughing at their sheer disbelief. Her coal black fur, and ash grey mane and tail swayed in the wind as she said, "Pitiful fools! To think you could stop my wondrous return! Especially you Luna, for everything I gave you, and how little you've learned! You should know better!"

Luna stood firm, her legs together as she prepared herself for the assault that was sure to follow. "I have learned much from you, which is why I will not fail here tonight."

Panting through the already long night, Twilight exclaimed, "We will save Moon Dancer!"

"Oh please! It's your fault she's like this Twilight. Moon Dancer will never have to concern herself with friends as weak as you again!" Throwing her head back, the possessed unicorn fired a powerful blast of magic at the two princesses, ripping up the ground and parting the trees as Twilight and Luna hurled themselves in opposite directions to avoid being caught in the blaze of energy. "Bear witness of my return to power! Bear witness to Midnight Eclipse!"

As Luna dodged, she unfolded her wings and quickly flew into the starry sky. Twilight joined her seconds later and Luna turned desperately to the violet princess and said, "Twilight, we must hurry to stop her. Before other innocent ponies are involved, we must . . ."

A second blast swerved close to Luna as the two were forced to break up once more. Twilight curled around the forest after the blast, dropping in low as she sprinted through the air. "Moon Dancer," she cried out, evading another deadly stream of magic, "I've done my best to be there for you! I actually had plans to visit you soon!"

"LIES!" Midnight Eclipse's voice bellowed as tears managed to run down from her eyes. Digging her hooves into the ground, she tossed her head back and a black hole of magic shot out from her horn, and pummeled its way towards Twilight.

Travelling far too fast to dodge it, Twilight squeezed her eyes shut, bracing for impact as Eclipse's magic roared closer. Quickly jumping in, Luna blocked Twilight's path, dispelling the mighty blast, shocked by the growth in Nightmare Moon's power with such a short time.

Pulling up, Twilight flew through the air, landing close to Midnight Eclipse as she scowled at the princess. A mixture of Moon Dancer's voice with Eclipse's as she shouted, "It's just like my party! You only came back for me because of your guilty conscious Twilight Sparkle! Where were you in the months since?!"

"I'm s-sorry Moon Dancer. I . . ." Twilight stumbled over her words.

Midnight Eclipse narrowed her eyes as she approached Twilight, looking down on the whimpering princess. "You're weak. You let your friends in Ponyville cloud your judgement, making you forget about every-pony else. You're a fool Twilight Sparkle, and one who does not deserve the title of Princess."

Twilight took a visible hit from the words alone, despite being fully aware of the evil that held on to her friend. Luna, taking no more of this, swooped in and landed beside Twilight. She powered up her magic and warded off Midnight Eclipse, forcing the unicorn to retreat off into the forest. "Twilight! Snap out of it! You mustn't listen to her lies. Midnight Eclipse will do anything to cast doubt into our hearts. If we are to defeat her, then we have to be strong."

Twilight looked up to Luna, sniffling a bit. She'd only just gotten word hours before, that her friend had been poisoned with Nightmare Moon's dark energy. Twilight had also remembered when Rarity had been infected with the nightmare energy as well. In her whole flight to Canterlot, Twilight had thought of nothing but what Rarity had said as they rescued her from Nightmare Moon's grasp. _"I thought that you'd forget me if I stopped being fabulous . . . I want to help . . . always!"_ She could only imagine what Nightmare Moon must be doing to Moon Dancer.

"Twilight, I need you."

Twilight nodded as she stood up, and faced Midnight Eclipse. She couldn't let this happen, not to Moon Dancer, not to any-pony. Midnight Eclipse scoffed as she charged Twilight. The younger alicorn gritted her teeth and galloped forward, her horn glowing in the night as the two butted heads, horns scraping up against each other.

"You do not deserve a friend like Moon Dancer!" Eclipse cried out.

Sparks crackled off the tips of their horns as Twilight answered, "You're right. I don't deserve her." To which Midnight Eclipse smiled, "But . . . she does deserve better than you." Twilight stood on her back hooves and kicked Midnight Eclipse to the side, firing a powerful beam of magic at Midnight Eclipse, sending the pony whirling back. "You are not her friend! You're a monster! I won't let you hurt Moon Dancer!"

"S-She's mine!" Midnight Eclipse growled as she tilted her head back, placing all of her energy into her next attack. Luna quickly appeared at Twilight's side, ready to assist. "And soon, so will all of Equestria."

Twilight closed her eyes, using her magic as a barrier as she braced herself for the impact. The magic burning around at her sides, weakening her as she expelled more and more with each second. The impact however, never came. Instead, she peeked open her eyes when she heard the words, "Twilight . . . I don't want this anymore! Help!" It was the voice of Moon Dancer, breaking through Nightmare Moon's grasp. It brought new hope into Twilight and energized her.

"Fight it Moon Dancer! You've got so much to look forward to here! Friends, and family . . . magic spells to learn, books to read, and I want us to do them together! With all your heart Moon Dancer, fight!"

The black in Moon Dancer's fur began retreating from her body, flowing up her back and into the air. She stood rigid, the black mist creating a large cloud up and around Moon Dancer's head. Twilight wasted no time as she quickly redirected her magic at the nightmare energy. It allowed Twilight to trap the energy in a kind of bubble, preventing its escape. Twilight could hear Luna behind her, reciting a spell of some kind as sweat trickled down her face. The power of the spell tiring her out as she watched the final drips of ash float up into the bubble.

A sudden beam of magic from Luna exploded over the bubble, causing a shockwave of energy that threw Moon Dancer against a tree. Twilight winced as her friend's body cracked against the trunk, but until Luna's spell had completed, there was no choice but to remain, lest Nightmare Moon would null out their efforts.

"Just a little longer Twilight!" Luna shouted as she approached the thunderous blob. Pulling out an old amulet that she had prepared especially for this night, Luna used her magic to begin draining the nightmare energy into the green amulet. The amulet itself was just a small purple crystal, but was magically enhanced with a silver cap, with a bright green emerald embedded into the side. The crystal glowed as more and more of Nightmare Moon drained into it.

When finally, the bubble had emptied into the amulet, Twilight cut the power from her spell and letting Luna perform the final sealing on the crystal, Twilight hurried over to her friend, who still lay sprawled against the tree. "Moon Dancer!" She cried out as she cupped the unicorn's head. Dancer's head was wet with some blood and Twilight desperately called out to Luna who rushed over.

With the amulet strung around Luna's neck for safe-keeping, she inspected Moon Dancer and listened to the young pony's heart. "She's alright. Just a bit shaken up . . . perhaps a concussion." Luna replied upon seeing the blood. "Come, we'll get her to the hospital and taken care of."

Nodding, Twilight helped Luna with getting Moon Dancer strewn out over Luna's back. As they took off into the air, Twilight thought about everything that had just occurred, and said, "I'm sorry Princess Luna. Back there I . . ."

"You were worried about your friend Twilight Sparkle. There is no need to apologize for that. We both were. We were just lucky we found her right away, when Nightmare Moon was still weak."

"I know. I just feel like I should've been able to stop it. I'm the Princess of Friendship for Celestia sake! And Moon Dancer, she . . ."

Raising a brow to the intriguing use of her sister's name, Luna turned to Twilight and interrupted, "Twilight, being a princess doesn't mean you'll always prevent tragedy from striking. Sometimes it means living in the aftermath, and picking up its pieces . . . I pray you never see tragedy any worse than this."

Twilight didn't respond, and from there, the two ponies returned to Canterlot in silence.


	2. Chapter 2

Here is the next chapter for everyone. I want to mention that future updates may be coming a bit slow for a while as I go onto overtime at work. Essentially I started overtime just after posting chapter 1. So, I apologize in advance for the waiting that will almost certainly follow with future chapters. That being said, I'm very happy and excited to present you this chapter, which does a bit of jumping around, but is a necessary chapter as things will start happening quite rapidly. I sincerely hope that everyone enjoys this chapter, and if you're able, feel free to leave a review. Thank you so much and enjoy!

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 **Chapter 2**

Twilight's jaw dropped in a long, hollow yawn as she blinked her eyes open against the morning sun. She'd spent several days in Canterlot with Moon Dancer until the doctors were able to confirm Dancer was in a stable position. It'd still be a little bit before her friend would be awake, but at least the danger had passed. Twilight now laid in her bed, thinking about the events of that day, and how they had quickly spiraled out of control. It was almost like a bad dream; Moon Dancer as the new Nightmare Moon, it just didn't seem possible.

Twilight's eyes slowly drifted over to the window as she watched the morning sun begin its ascent over Equestria. Princess Celestia was right on schedule, as always. _How'd she manage to do it?_ Twilight wondered to herself as the rays of sunlight peaked through the morning mist, adding a small shimmer to the air. _How did Princess Celestia live with herself after banishing her sister? It must have been so lonely._ Twilight curled up in bed, watching the sun as she couldn't get the image of Moon Dancer as Midnight Eclipse out of her head. Those razor teeth, the scowling grin, and that voice, that voice that had reverberated through the night, it all sent chills down her spine. _I almost lost a friend._

"Twilight." Spike's voice called out softly from the doorway.

"Yeah?" Twilight looked past her covers, seeing her little dragon standing awkwardly in the hall. She hadn't realized he was even up.

"Everything okay?"

"S-Sure. Why wouldn't everything be okay? It's a new day!" Twilight rambled out, pushing off the covers and stretching herself out.

"Well, usually you're out of bed by now and . . . Pinkie Pie and the others are here already."

Twilight craned her head up. "They are?!" and Spike nodded vigorously, the look in his face being enough. "I'll be right out!" Twilight stammered as she quickly jumped out of bed, and used her magic to tidy up the room a bit.

Spike had just disappeared out into the hallway when the sound of Pinkie Pie's party cannon going off, followed by a scream for help from Spike, caused Twilight to poke her head out the door. On one end of the hallway, Spike laid in a puddle of confetti and streamers, and at the other end sat a giggling, boisterous Pinkie Pie. "Spike! You're not supposed to stand in front of a cannon! That's not how it works! Oh, hey Twilight! Up and ready to go?"

Twilight nodded her head as she glanced back at Spike, just checking that he was still moving. "Sure am Pinkie Pie. I guess I just wasn't expecting you girls for a few hours yet."

At Pinkie Pie's request, the girls had started preparing a large surprise party for Pinkie's sister, Maud. After graduating from college and earning her rocktorate in rock science, Pinkie had been literally dying to throw some kind of celebration. Twilight and the girls met about a week ago to start getting things ready. They would've started much sooner, but Pinkie had to convince Maud to return home and visit their folks. Things also kind of got delayed with the recent events involving Moon Dancer.

"Buuuuut, now that that's all out of the way, we can really start going to town on all this! Maud won't be back from the farm for at least a couple weeks!" Pinkie Pie exclaimed as she jerked the cord on her cannon, firing her artillery once more into the main hall of the Castle of Friendship, sending streamers, confetti and balloons of all colors rocketing into the air, covering the walls with ribbons and bows.

Scratching his head as he rose up from the mound of colored paper, Spike inquired, "But if she's going to be gone for so long, do we really need to be setting up this early?" Of course, by the time Spike managed to ask his question, Pinkie Pie had disappeared down another corridor and within seconds, the sound of her party cannon firing another round of festivity inducing explosives could be heard.

"It's alright Spike." Twilight explained as he stepped up to her side. "Pinkie Pie's been looking forward to this for weeks. We all have. It shouldn't be too difficult to navigate some balloons and streamers for a little while. Besides, I think we're all looking forward to Maud's reaction when she finally arrives."

"She'll probably have the same look on her face she always does." Spike grumbled.

Twilight only smiled in response as she led the way out into the main chamber where the other girls had gathered to help prepare. "Good morning girls" Twilight said as she watched Rainbow Dash and Fluttershy setting up a large "Congratulations Maud Pie" banner across the tree root chandelier. Rarity busied herself with hanging bright red ribbons and bows under the windows. Turning her head, Rarity noticed Twilight and said, "Twilight, darling! You're finally awake!"

"Finally? It's still very early Rarity." Twilight said, chuckling.

"Yes, and look at what we've been able to do in that short time with the décor. It'll almost be a shame after the party when it needs to all come down." Rarity chirped as she perfectly tied a bow connecting a longer ribbon between two windows.

"It's very beautiful. Thank you girls, for everything."

"Oh not at all." Rarity said, shrugging it off as she glanced at Twilight again from her work, "How's Moon Dancer?"

"She's hanging in there." Twilight replied, taking deep breath as she looked over the room. "I really want her to be here for this. I know she's not acquainted with Maud, but, I think attending this party would really cheer her up."

"I think there'll be plenty of time to invite her. After all, Maud's gone back for a few weeks. Why that's plenty of time to heal up and rest. By the time she gets out of that hospital, she's just be itching for something spectacular like this. I know I would." And leaning in, Rarity whispered, "Have you seen the interior design patterns used in hospitals?"

Twilight giggled a bit at Rarity's musings, "I suppose they are kind of bland."

"Bland doesn't cover the half of it. Anyway, I'll spare you the trouble of my rant on hospitals." Rarity glanced over to Pinkie Pie, who had busied herself on the other side of the room with Apple Jack, chit chatting about something as Rarity said, "As long as some pony doesn't get a wild hair to move the party up a week or two, Moon Dancer should have no problem making it."

"Thanks Rarity. Speaking of Pinkie, I better figure out what she wants me to be doing. I'm not used to having some-other pony planning everything out like this." Twilight trotted off, leaving Rarity to her work. Spike, meanwhile, had disappeared from her side at some point, and glancing around, she located him attempting to avoid some of the clutter of the party decorations as he watched Rarity.

Twilight just chuckled at the dragon as she joined Apple Jack's side to listen to the conversation. Reviewing over a list of snacks, Apple Jack inquired, "Pinkie Pie, are you sure we'll need everything on this list? I mean, even our barnyard full of critters don't eat this much in a week, and you're ordering it all for a day?!"

Laughing, Pinkie Pie answered, "Well, it won't just be us silly! I plan on inviting the whole Pie family! And of course, all you Apples off the farm, and Flutterhsy, Rainbow Dash . . ."

"Okay okay. I get it. So, they'll be a lot of us here. But just keep in mind what happened with the two hundred pounds of rock candy when Maud first visited Ponyville."

"How can I forget! We were sick for a whole week!" Pinkie Pie excitedly exclaimed. Then, the point finally making its way across her head, she smiled and softly said, "Oh. Point taken."

As Pinkie Pie drifted off to check on Rainbow Dash and Fluttershy, Apple Jack turned and saw Twilight. "She sure is all riled up with this little shindig of hers."

"She sure is. And to be honest, I'm kind of excited for it. Just not enough to get sick over it." Apple Jack had a good laugh, and Twilight was about to add to her comment when suddenly she heard a knock at the door. Excusing herself from Apple Jack, she hurried over to the entrance to see who was there.

"Derpy? What are you doing here?"

With her mailbag draped firmly over her back, Derpy peered into the castle, glancing around as she said absentmindedly, "Oh, hi Twilight. I'm just here to deliver Pinkie Pie's invitations. Mrs. Cake told me she'd be here."

"Those must be the invitations then. Come on in."

Derpy stepped up into the castle, her eyes wandering in slightly different directions as she craned her head around to take in the sights. She'd rarely been inside the Castle of Friendship, but flying by it on morning mail routes always turned her head due to the sparkling stones reflecting rainbow-like colors into the streets. If ever she was slow on delivery, it was usually due to the extra time spent admiring the aesthetics of the castle.

Being so distracted at the columns of pillars, the draperies hanging below each window, and coupled with the sheer size and scale of the hallway alone, Derpy failed to notice when Twilight stopped at the entrance to the main hall. She butted right into Twilight's flank, stirring up a surprised yelp from the princess. "S-sorry" Derpy muttered, embarrassed.

Being familiar with some of Derpy's klutzy tendencies, Twilight just laughed it off and said, "Pinkie Pie should be in here. She was speaking with Apple Jack just a second ago."

Just as Twilight stepped into the room to search for her friend, Pinkie thrusted her face in front of Derpy's, causing the postal pony to fall back onto her rump. "Derpy! You made it! Did you bring the invitations?!"

Her cross eyes opened wide in initial surprise as Derpy quickly recovered and pulled out a stack of paper tied neatly together with twine. Handing the invitations to Pinkie, Derpy rolled a hoof around on the floor as she glanced down, "I-I hope I got all the information right on the them this time. I'm really sorry about using the wrong name before."

The invitations already opened up and spread out across the floor, Pinkie looked up, smiling brightly as she hugged Derpy. "Oh don't worry silly! They look great! They look amazing! They're perfect!" she screamed at the top of her lungs, quickly escalating this innocent discussion into a party cannon worthy event. Derpy ducked when the cannon fired off several streamers and a shower of multi-colored confetti into the air.

Blushing a bit from all the excitement over her work, Derpy chuckled a bit and said, "Gee, I didn't' think the invitations were that important."

"Of course, they're that important!" Pinkie Pie exclaimed, "Don't you know?! The invitations are one of the most important parts of a party! If you mess up the invitations, then you're inviting guests under false pretenses, or worse yet, sending them to the wrong place for the wrong reason at the wrong time!" Pinkie Pie's voice grew louder as she stood on her back hooves, stretching her body out for dramatic effect, "If the invitations are wrong, then . . ."

"Pinkie Pie." Twilight said flatly, clearly irritated at the dramatic scene that had now captured the attention of every-pony in the room. "I think we get the picture."

Starting to sweat, Derpy hastily grabbed an invitation and started checking it over once more. "Now I really hope I didn't make any mistakes." Memories from Matilda's wedding quickly entered the pony's head as she realized just how much could have gone wrong.

"Don't worry Derpy. I'm sure they're fine." And to prove it, Twilight picked up one of the invitations and proof read it herself, giving the invitation the same amount of scrutiny that she'd give one of her ten page essays for Celestia. "It looks great Derpy."

Stepping away from Pinkie, Derpy glanced around the castle, admiring all the work that had already been accomplished. She watched Rarity meticulously tie a bow around large stone archway, then glancing over to Rainbow Dash and Fluttershy, she watched them tying banners into place. The castle seemed to spring to life in front of her, balloons swarming the ceiling in a variety of colors. "The castle is really looking beautiful Twilight." Derpy said, and allowing the excitement to wander inside her, she asked, "Would I be able to help with anything else?"

A little taken aback, Twilight asked, "What about your deliveries?"

"This was the last one. I wanted to make sure I had time in case the invitations needed more work."

"Well in that case, maybe Rainbow Dash and Fluttershy could use you. Pinkie Pie went all out with the decorations."

Happy to help, Derpy nodded as she took off into the air, a slight wobble to her flight as she swerved up and around the tree root chandelier, at first just following Dash and Fluttershy around. It took her a moment to realize they were decorating the roots on the chandelier, handling not banners, but long strands of silk cloth like garland around the tree roots.

"Hey Rainbow Dash! Hey Fluttershy! Would you girls like some help?" Derpy blurted out, causing Dash to screech to a mid-air halt as she heard the familiar voice. Fluttershy almost slammed right into her from behind.

"H-Hey Derpy!" Rainbow Dash greeted nervously. "W-What are you doing here?"

"I just delivered the invitations for the party!" Derpy claimed proudly as she glanced around, looking for something to help decorate with. "And since I finished my route, I thought I maybe I could help you decorate."

"I-I don't know Derpy. We've kinda got things under control."

"Oh, come on Rainbow Dash, we could always use another hoof." Fluttershy argued, and smiling to Depry, she continued, "There's some decorations in that box over there if you'd like to hang a few more things around the room." Dash glared at Fluttershy, shaking her head that this was a bad idea. Fluttershy however, didn't notice.

Rainbow Dash would have commented further, but Derpy had already flew her way down to the box. She sorted through some knick-knacks, and other random decorations. Finally pulling out a strand of lights, Derpy busied herself with spinning it around one of the nearby pillars. She started at the bottom of the pillar and fastening the lights, worked her way up. She found it a bit dizzying as she circled around and around and around.

Her crossed eyes bounced around in her head as Derpy began to waver through the air in a stupor. She stopped momentarily in her weaving as she neared the top of the pillar. Noticing how the lights sagged, Derpy growled, a bit frustrated at the dangling lights. She pulled on the end of the strand, tightening them back up. Quickly tying the lights in place, Derpy looked proudly at her work; only to find the lights had sagged out of place again.

"This is harder than it looks." She said to herself as she untied the lights, and, pressing her rear hooves against the wall, Derpy held onto the pillar with one front hoof. She pulled the lights strand as tight as she could, using her other hoof to help tie the strands. The lights clenched in her mouth, Derpy leaned back, keeping the lights taut. She'd just about had the knot in place when the whole pillar shifted.

Derpy clung to the massive pole as she glanced around, "G-Girls?" she pleaded, as the pillar started to tip. Not knowing what else to do, she clung to the pillar, closing her eyes as she felt the air moving past her head. "Help!" She managed to squeak out.

Rainbow Dash and Fluttershy only noticed a second too late as the pillar Derpy held onto crashed against the side of the tree root chandelier. It lay at an angle, rubbing up against the side of chandelier, pinning Derpy in between. For a moment, the damage appeared to minimal and Dash flew over to Derpy to free her.

As Dash attempted to pull the pillar off Derpy though, the tree root chandelier creaked and cracked as a loud rumble shook the castle, causing every-pony to look up as dust rained down from the ceiling. "Uh-oh" was all Derpy could manage as the tree root chandelier broke loose and suddenly collapsed down from its hanging spot!

Rainbow Dash gripped the pillar, not wanting to drop it in fear of hurting some other pony. She watched helplessly as the chandelier rocketed down towards the floor, where Twilight happened to be standing.

"Twilight, watch out!" Rainbow Dash screamed.

Twilight had noticed, but before she could use her own magic to stop the tree root chandelier from crushing her, a bright violet aura encased the chandelier, and held it only a few feet above Twilight's head. Glancing over to the door way, Twilight found Starlight Glimmer holding the thing up.

"What on earth is going on here? I thought you were prepping for Maud's party, not renovating the entire castle!" Starlight said as she waited for Dash to return the pillar to its rightful place before resetting the tree root chandelier.

Every-pony turned to Derpy who blushed shamefully. Here she had gotten herself so excited for helping Pinkie Pie with the invitations, that she thought she could be of help else-where. Of course, as it'd become second nature to her, Derpy only succeeded in nearly tearing down the whole building. "I-I'm sorry every-pony." She said, lowering her head as she drifted down to the floor. "I was only trying to help."

Rainbow Dash landed next to her and said, "We know ya were Derpy, but . . . well you kind of tend to make a mess of things."

Derpy felt a tear come to her eye. _Looks like I've failed again._ She thought to herself as she again apologized and said, "I wasn't trying to . . ."

Twilight glared at Dash for the insensitive comment and then turned to Derpy, "It's okay Derpy. No-pony got hurt. Come, we'll find something else for you to do."

Shaking her head, Derpy said, "No, it's alright Twilight. I should go." And looking around, she quickly realized just how much damage she'd done. The pillar and the chandelier were the most heavily affected, but due to all the dust that was worked up, much of the already hanging decorations would have to be cleaned.

Derpy opened her mouth to offer to help clean up, but deciding against it, she hurried out of the room and left the castle.

* * *

Doctor Hooves wandered through his lab, reviewing the itinerary he had compiled for the day. The limitless discoveries that forever pounded on his door, only ever on the brink of revelation, was well worth the trip out of bed each morning. Today of course, would be no different. His new microscope had just arrived, allowing for a whole new molecular world to be unraveled solely for him. He could hardly wait to put it to good use.

Of course, it would have been wonderful to put to good use, except for a familiar change in draft from his southernmost window. It always happened to proceed the arrival of a certain grey haired, golden mane pony. Doctor Hooves had grown quite fond of his moments with Derpy, especially her arrivals. She'd become so obvious with her trips to the lab, that the doctor took great joy in predicting just when and where she'd land. He'd mastered it down to a science, one might say. Quickly running through his projections, Doctor Hooves pulled out his red marker and double-checking his measuring tape, he drew a red X on the floor, near his plasma ball lamp.

Snatching his stop-watch, Doctor Hooves checked his watch and when he felt the gush of wind soar by him, he clicked it and re-checked his watch. "Blast. Three quarters of a millisecond off. Must have been the dang air pressure throwing me off again." Doctor Hooves spoke to himself as he glanced up to Derpy, "How'd things go?"

When Doctor Hooves saw Derpy though, he quickly softened his voice, seeing tears streaming down her puffy face. Quickly snatching up a tissue, he rushed over to his dear friend, and placing a hoof around her, led Derpy deeper into the lab. "Here Derpy. Take this. What happened to you?'

Sniffling, Derpy accepted the tissue and nodded her thanks to the doctor. "I took the invitations over to Twilight's castle to give to Pinkie Pie." Sighing, she dried her eyes, calming herself down as she leaned against the doctor.

"Was something wrong the invitations?"

Shaking her head, Derpy said between sniffles, "No. The invitations were fine. Pinkie Pie even said that they were perfect. Even Twilight gave them the okay."

"Then please, tell me what's wrong. Surely you're not crying over the amazing work you did . . ."

Derpy shook her head as she stepped away from the doctor and took a seat in the middle of his lab, amongst the model airplanes, the beakers and the burners. "I got excited when Pinkie Pie told me how much she liked the invitations. I asked if I could help with anything else."

Carefully walking closer to Derpy, Doctor Hooves pressed her for details, "And?"

Gulping, Depry replied softly, her voice quivering, "And because of me, the ceiling almost caved in."

"The whole ceiling?"

"Well . . . not the whole thing, but the giant tree root chandelier that hung in one of the rooms. I was trying to help decorate when I loosened a pillar, and it . . . slammed into the chandelier, causing it to fall." Doctor Hooves could hear Derpy softly crying as he approached her, "Someone could've gotten hurt doc, and it would've been all my fault."

Taking a seat next to Derpy, Doctor Hooves drew her in close, comforting her. He allowed her to sniffle and cry to her heart's content. "Doc?" Derpy suddenly asked, and when he looked down, he saw her crossed eyes staring up at him, like big puppy dog eyes. "How is it I always mess things up? Is all I'll ever do is print invitations and deliver letters? Is that all I'm good for?"

Chuckling at the very notion, Doctor Hooves stepped away from Derpy. Standing in front of her, he made sure he had her full attention when he said, "I for one, would never believe such an idea . . . And, neither should you." Then turning around, he raised his hoof, and pointed at various things in his lab, "Why, who has been the one that assisted me on so many of my meticulous studies?"

Turning around, he saw a shy smile from Derpy as she slowly raised her hoof into the air. Proudly beaming as he then pointed to a glass bulb, illuminated not by fire, but by a heated filament, the doctor continued, "And who helped me take strides in the advancement of electricity?"

Again, Derpy raised her hoof, but this time she interjected, "But that only happened because I struck you with lightning."

"Yes, well, the ends certainly justified the means." Doctor Hooves chuckled.

Derpy lowered her head a bit. "I destroyed your kite too."

"Yes, but look at the work I have been able to accomplish since! How many of the things in my lab wouldn't be here if it hadn't been for you?"

"And how many of them have I broken?" Derpy sighed, appreciating the doctor's attempt at cheering her up, but it just wasn't working. "This happens every time doc. I can't go two steps without running into some pony or breaking this or dropping that. I feel so useless sometimes."

"You are not useless."

Frustrated, Doctor Hooves thought for a moment. He fully understood his friend's predicament. As much as he enjoyed Derpy, he knew of a few ponies who resisted the notion of spending time with her for that reason, and others. Still, he knew she was something special, and not just to him. To the doctor, Derpy is, was, and always would be his best friend. To every-pony else though, she was something more. If only he could express that to her.

As the doctor watched Derpy, he saw a breeze ruffle through her hair and that's when he experienced his "ah-ha" moment. "Come with me Derpy. I want to show you something." The doctor finally said to her.

Leading Derpy through the lab, the two passed by contraptions of all sizes. Some were masterful achievements in the world of science, complete with blinking lights, sparks, and even whirring noises. Others, were still a work in progress, with tags attached to them showcasing the various processes still required just for their initial testing phases.

Opening the door to his back office, Doctor Hooves led Derpy inside. The office was small, with a desk, and some shelving. Nothing special really. Underneath the desk though, that's where Doctor Hooves dusted off, and pulled out and old, rustic box. He smiled at Derpy, taking in her wonder as he flipped open the locks, and stretched open the lid.

Doctor Hooves stepped back as Derpy pressed her face in close, eager to see what treasures her friend had hidden within.

"A paper airplane?" Derpy asked, the anticlimactic piece of folded, now yellowish paper, almost mocked her with its blandness. "What's so special about that?"

Stepping around to the desk, Doctor Hooves carefully took the paper airplane out of its resting place. "While it may seem like an ordinary paper airplane to you, to me, it was the first of my great accomplishments." Seeing Derpy cock her head to the side, Doctor Hooves only chuckled as he threw the airplane into the air, watching it masterfully glide around his office, buzzing over Derpy's head and swirling around his body. "You see, when I was a filly, I was just like you. Everyone morning I got up, I looked in the mirror, and saw nothing but failure. At every turn of the proverbial corner, I'd trip and fall flat on my face. It was a vicious cycle that seemed to have no end."

Doctor Hooves watched Derpy as the airplane finally landed on his desk. When Derpy's eyes fell onto it, he nodded his head, encouraging her to take it for a spin. She did so only too happily, sending the plane curling up and around the light as Doctor Hooves watched it go.

"Then, one day, I saw my classmates flying one of these contraptions through the air. Immediately, I wanted to make one as well. I can still remember sitting at my desk through both lunch and recess, working and folding, trying to make my own paper airplane. I spent weeks, trying to make one, weeks of hideous, painful, papercuts. All in failure though I'm afraid."

Even as Derpy's eyes followed the plane around its path, she still listened to every word the doctor spoke. "What did you do?"

"Well, one day, I ran across a stroke of luck. My classmates had flown another plane through the classroom, but the teacher had caught it, and disposed of it in the trash. My chance! On my first opportunity, I snatched it from the waste receptacle. The creases in the paper still intact, I spent the next several days working to replicate those exact creases."

The plane took a sudden nose-dive and spiraled down for Derpy. The Pegasus yelped as she ducked for cover, but anticipating the plummet, Doctor Hooves quickly stepped over to his friend and caught the plane in mid spiral. Setting it down, he finished, "After three hundred pieces of paper, I had done it. I had finally created the masterpiece you see before you. It would of course be years before I fully dived into my passion for science, not to mention tragedy; but, this one success taught me something very important."

Hugging Derpy close to him, the doctor looked down at her and said, "It taught me that even the impossible could be conquered, as long as there was some-pony willing to try."

Picking up the paper plane, Derpy looked it over. She carefully placed it back inside the box in which it came from. "But you've done so many great things since." Returning to the door, Derpy gazed out into the doctor's lab and said, "Just look at all of this stuff! You've been doing great things all your life."

Laughing, Doctor Hooves shook his head and stepped over to Derpy, looking out at all of the gizmos and gadgets. "Hard to believe they all started with a paper airplane, isn't it?" Derpy looked at him a bit suspiciously as he finished, "Derpy, all I'm saying is that I believe we are all meant to do great things. At the very least, each pony has the ability to do one great thing in Equestria. You look at me, the discovery and the study of science is most likely my greatest endeavor."

Then, seeing Derpy's still confused face, the doctor tilted her chin up to look at him. His voice softened as he said to her, "When I look at you though, I see the potential for something so great, that it will far outshine anything that I could ever do." A smile slowly started to curl around Derpy's cheeks as the doctor finished, "And I can't wait for the day when I can stand back, and admire what you've done. It will truly be extraordinary."

Derpy felt herself blush as she leaned in and hugged the doctor. Unable to pull herself away, she buried herself against his warmth. "Thanks doc," was all Derpy could manage to say.

Doctor Hooves just chuckles as he patted her back, "Anytime."

* * *

Princess Celestia stepped slowly through her castle in Canterlot. Having pushed the sun down only a few hours ago, it was now time for her to turn in for the night. She passed through a long, red carpeted hallway, with stain glass windows on either side, showcasing various events in the history of Equestria. The formation of the Wonderbolts, the founding of Eqestria by the three tribes (Earth ponies, Pegasi, and Unicorns), the defeat of Discord; all were present and detailed out in spectacular color. This had always been one of Celestia's favorite portions of the castle. So much history right here at her hoof-tips, it felt almost like a time machine whenever she walked this path. It made for a quiet place for her to recollect her thoughts from the day, and just unwind.

As she walked, she came across one of the more tragic displays. It was a window glowing of midnight blue, and dark violet. Princess Celestia stopped as tears sprinkled down her cheeks. This eerily majestic work of art depicted the initial rise of Nightmare Moon, one thousand years ago. Nightmare Moon's tall, slender frame towered over Celestia, with Equestria doused in shadow behind her.

"And to think, this could have all happened again." Celestia whispered to herself. The power of Nightmare Moon was not to be underestimated. It could infect any-pony, at any time. "Now, my sister suffers again." Celestai spoke to herself, staring up at the window, remembering how adamant Luna had been with having this display be taken down. She had not wanted any reminder of her past self to live on in the castle. Celestia however, had refused. She did so not out of historical preservation, but because she had needed it here. Princess Celestia, the most revered pony in Equestria, needed this humbling reminder of how her abandonment of Luna almost destroyed everything she held dear. Nightmare Moon was her greatest failure.

With the events that had unfolded just several days prior with Moon Dancer, Celestia needed the reassurance that her sister was okay. She'd observed Luna ever since her return with Twilight to the castle. Although calm when in the presence of her former pupil, Luna had broken down after Twilight's departure. In her fear for everyone's safety, Luna spun up a chain for the amulet where the two had trapped Nightmare Moon's energy, and placed the cursed object around her neck, for safe-keeping.

Celestia needed to know that her sister was alright. She left her beloved hall of memories and climbed the stairs to one of the tallest towers of the castle. She knew it to be a favorite location for her sister during the night. Sure enough, when Celestia reached its peak, she found Luna, her star speckled mane blowing in the cool breeze, watching over the moonlit Equestria.

"Luna, how goes the night?" Celestia asked softly.

"Sister?" Luna asked, turning in surprise, "Why are you still awake? You should be in bed, resting."

Celestia chuckled at the comment. "Me? What about you?" Luna winced at the question, turning her head back to looking out over the land. Princess Celestia joined her sister at the lookout, "I know you haven't been sleeping. I can't help but think it is due to that thing around your neck."

"You don't have to worry sister. I'm fine." Luna said, gulping as she kept her eyes focused away from Celestia.

"If you are, then why don't you sleep during the day? You may be the ruler of night, but you are still a pony. You need your sleep."

Luna bit her lip. She could feel her sister's gaze boring into her. "I cannot sleep. Whenever I close my eyes, I see her."

Leaning against Luna, letting her sister know that she was there for her, Celestia said, "Then throw it into Tartarus. Do not torture yourself with this evil."

"I cannot. I will not put Nightmare Moon out of my sight. The thought of her escaping again . . ." Luna shook her head. Turning to Celestia, the bags under her eyes hung low as she could barely keep them open. "I'll be okay." She said, reassuringly.

"If you won't throw it into Tartarus, then at least let me share the load with you. This is a burden that is too great for one pony, even one as great as yourself." Celestia said, smiling to her sister. "Let me help you."

Luna was about to respond, but Celestia hugged her sister, pulling the alicorn in close as she wrapped a hoof around her. Snuggling up with Luna, Celestia blinked out a couple of tears. "Please, I could not bear to lose you again."

Luna stared out over the land, thinking what Celestia had said. She had hoped to keep this demon under control herself, but perhaps some assistance would be appreciated. "Very well." Luna relented. "Let us discuss this matter later. For now, you need to rest."

Celestia, satisfied with Luna's response, hugged her little sister once more and said, "Then I shall head off to bed. Good night Princess Luna."

"Good night Celestia." Luna answered back, turning to watch her sister disappear back down the stairs. When Celestia had vanished, Luna returned her gaze back to the stars. "I don't want to lose you either, Celestia."


	3. Chapter 3

Hello everyone, and I am sorry for the terribly long delay with this next chapter. As mentioned when I posted chapter 2, I have been on overtime at work and while I made an attempt at working on this story during that time, I often found myself much to tired to make much progress. I thus waited until after overtime, and now, I should have much more time to devote to this story. That being said, with this chapter, I hope everyone will enjoy it. There is not a lot of action here, but things are starting to set up for events in the next chapter and beyond. Please, go ahead and read, and enjoy.

* * *

 **Chapter 3**

Princess Luna returned to the castle just as her sister began lifting the sun into the sky. Between the protecting of Equestrian ponies from nightmares to holding back demons of the shadow, Luna barely managed to catch a break. Her body ached from fatigue. Her wings quivered with each flap. She felt far more drained than usual from her nightly duties. The culprit wasn't the workload, but was the violet jewel which hung around her neck.

Ever since donning Nightmare Moon's newest prison, Luna had felt a drain in her energy. The jewel, though innocent looking enough, bore such a weight that it pulled down on Luna's neck. She landed on the hard floor of the castle tower. Letting out a long, dreary yawn, Luna watched the sun rise high into the sky. As always, her big sister started the day with beautiful golden rays that climbed into the heavens.

Heading down the stairs and to her sleeping quarters, she met two of her guards, Nocturn and Echo. They stared at her worriedly, their eyes gazing upon the amulet. Echo asked, "How is it princess?"

"It's heavy." Luna responded. Her words slowly sank into the silence that grew between them. There was nothing they could do to alleviate her, and they knew it. "But don't worry, I'll be fine. Guarding Nightmare Moon is my responsibility." She reassured. "Now please, go about your duties. I need rest." Echo nodded his head to Nocturn who turned and followed him down the hall. Luna breathed a sigh of relief as she swung open the door to her sleeping chambers, and closed it swiftly behind her.

Trotting over to her mirror, she sat down in front of it, watching the amulet glow against her chest. She could feel the heat radiating off the crystal, almost burning her fur. Placing a hoof against it, Princess Luna glanced over to her dresser where a special silver case rested. She considered containing the amulet inside the case while she slept, but the risk was too great. The jewel pulsated against her touch, Nightmare Moon screaming to be released. That case would be much too easy to be lost or stolen.

Sighing, the princess climbed into her bed. This would be her life now, guarding the jewel, and ensuring every-pony's safety from Nightmare Moon.

* * *

Luna entered her dream just where she'd always dropped in. The bustling shops of Canterlot, waking up for another day of market. How the princess enjoyed stepping through the crowds, admiring all the little shops! She took such great joy in exploring through sales, greeting the different customers, and slipping out some bits here and there for different knick-knacks that she'd find.

With the night being so lonely, Luna rarely had a chance to explore the various shops and dineries. On this particular day, Luna found herself window shopping through a lovely little boutique, much like the ones described to her by her sister. Dresses of silk and satin with long flowing gowns hung from the walls and shimmered brightly in the display windows. The latest spring fashion this year apparently involved Maya Blue, Candlelight Orange, and lots of sunflowers. While Luna didn't consider herself one for fashion, or much of a seamstress for that matter, she did enjoy watching other patrons to the store try on the different dresses, smiling at how each dress brought out something unique in the various ponies.

As Luna wandered through the store, sneaking glances at some of the other ponies, Luna's eyes fell upon a curious dress. It was black, with red and orange roses. The dress had caught her attention as the petals on the roses somehow bloomed off the dress and onto the floor. The petals began spreading across the aisle, branching off to different parts of the store. Some of the other guests took notice as the petals rapidly grew and in the blink of an eye, the rose petals melted into fire, engulfing the entire boutique. Luna quickly flew out of the burning building and into the street. She stopped dead in her tracks as screams surrounded her.

In a matter of seconds, Luna stared in horror as all of Canterlot burned. Thick black smoke seeped into the air, blotting out the sun as embers blew in the wind. Luna could hear the screams, hearing the cries of her subjects from all corners of Canterlot. But what should she do? She couldn't possibly help them all at once.

Taking to the sky, the princess of night flew against the choking puffs of charcoal smoke. She searched the city, desperate to find any-pony that could explain this to her. Her wings flailed through the smoke, the heat burning into her chest as she was eventually forced to land on the rooftop of one of the burning buildings. Luna stayed for only a moment, as she spotted a mother and her filly down below.

Dropping down upon them, Luna used her magic to clear their path, and provide them some safety from the fire. The mother quivered in fear as she looked up to Luna, pressing her daughter tightly against her. Luna, about to speak, abruptly stopped as she gazed into the eyes of the mare who cowered before her. In the pony's eyes, Luna saw not her own face, but the reflection of Nightmare Moon.

"No. This cannot be." Luna whispered, and from behind her, she heard a familiar cackle.

* * *

"NO!" Luna cried, as she bolted herself up from bed. Her sheets soaked in sweat, her heart pounding in her chest, Luna looked around the room. It was a dream. No, it was more than that. It was a vision.

Suddenly, her door burst open, letting in the afternoon sunlight. Celestia, her face drained of all color, and with several guards accompanying her, "Luna?" She asked, staring into her sister's eyes. "Sister, tell me it is you."

Nodding, Luna responded, "it is."

Celestia rushed to her sister, and enveloped the princess in a tight embrace. "Thank the heavens." Celestia nodded to the guards and they retreated from the room. "I suddenly heard it. After returning from a town hall meeting, I could hear . . . you."

"What did you hear?" Luna asked, pulling away.

"I could hear laughing, screaming. It was her voice, Luna. It was Nightmare Moon." Taking a deep sigh of relief, Celestia said, "I thought for a moment, I had lost you again."

"Then I am even more worried sister. For I have not had such a strong vision in a long time, I fear Nightmare Moon may be planning to return."

Watching her sister cup that horrid amulet around her neck, Celestia looked Luna in the eye and said, "Please, I need to know what you saw."

Nodding her head, Luna answered, "Very well." And proceeded to explain her dream.

* * *

Twilight Sparkle galloped hard into Canterlot. She'd left her castle the moment after reading Celestia's urgent letter. The letter had been short and sweet, yet terrifying. The whole trip to Canterlot, Twilight had replayed the message in her head, as if there were something more to it.

"My ever-faithful friend, Twilight Sparkle,

My sister and I require your immediate presence in Canterlot. We fear the capture of Nightmare Moon may have only been the beginning. Princess Luna had a vision of her horrifying return, and the disaster that would inevitably ensue. Please hurry.

Sincerely yours,

Princess Celestia"

Was it already too late for Luna? Had Nightmare Moon already escaped her prison? If so, then why weren't the others summoned? They'd be needed, along with the Elements of Harmony if they were to defeat the monster. Twilight's heart raced as she entered the castle grounds, glancing to the guards, all of which appeared confused at her sense of urgency.

Bursting through the doors, Twilight rushed to the throne room, finding a despairing Luna, and Celestia, who just watched over her sister. "Princess Celestia! Princess Luna!" Twilight exclaimed, running over to them, her hooves screeching to a stop. "I came as soon as I could. What's going on?"

Luna looked up at Twilight, but said nothing. Instead, Celestia sighed and answered calmly, "I am sorry to disturb your busy schedule Twilight, but my sister has had a vision of Nightmare Moon's return. It was one of such strength, that I could hear it from outside her bedroom walls. I'm afraid Nightmare Moon may already be planning her escape."

"H-How can that be?"

Celestia fumbled with her words as she asked, "Do you remember the night you and Luna captured Nightmare Moon?"

Shuddering, Twilight easily recalled the night she and Luna had pulled the evil nightmarish energy from Moon Dancer. The twisting and crackling of her friend's voice, it still sent chills through her body. "Remember? How could I forget?" Twilight whispered, lowering her head, "The things she said to me that night . . . It's made it hard to go visit her. All I can think of when I see her, is when Nightmare Moon possessed her."

"It was difficult on all of us." Celestia replied softly. "What you saw, and what you heard, was one of Nightmare Moon's darkest tricks, and one of her most effective. You mustn't let what happened that night change your perception of Moon Dancer. It would be falling into the hooves of Nightmare Moon. It would spell doom for us all, if we let her play with us so easily."

Twilight's eyes fell to the marble floor, thinking of her friend and everything she must have gone through. "I understand."

"That is why Twilight Sparkle," Princess Celestia finished, "We must stop Nightmare Moon from rising to power once more."

"But how?"

"It may be best . . ." Luna began, with somewhat of a broken heart, "to lock me up for the time being; just to be cautious."

Both princesses stared at Luna. Celestia's heart ached for her sister, knowing exactly what she was feeling. Her vision had scared her senseless. "The last thing I want, is for you to be locked up. We need to fight this together. All of us." Celestia explained, resting a hoof on her sister. Then turning back to Twilight, she said, "In Luna's vision, she once again became Nightmare Moon."

"No, that can't be true!" Twilight exclaimed, "We trapped her. She can't possibly get out of that amulet. Luna, you said so yourself that that amulet would be powerful enough to hold her."

As all eyes fell on the midnight blue mare, her older sister softly spoke to her, "Luna, how did you manage to capture Nightmare Moon in that fashion? You never did explain it to me."

Luna gulped, knowing this question was to come. She had anticipated it. "Nightmare Moon." She said simply. "When she returned and took hold of Twilight's friend, she spoke of a book with spells so powerful, she could use them to conquer Equestria. I know not of its origins, but only that it may have once belonged to King Sombra." Luna felt the shocked gazes from her sister and Twilight boring down upon her. Even then, when chasing after Moon Dancer, she had questioned this method. "I was fortunate enough to locate the book before Moon Dancer, but after reading the spell, the book disappeared from my hooves. I know not what has become of the book."

Raising an eyebrow, Celestia questioned, "Why would you trust the magic from a book Nightmare Moon sought after? She could have known of the spell's existence, along with a counter."

Luna nodded her head, understanding the criticism. "I was desperate, and I was scared. After I read the spell, I could feel the powerful magic binding to the amulet. It was all I had to fight her with."

"When did you find this? I don't remember a book." Twilight asked.

"It was shortly before I'd met up with you. Moon Dancer had summoned the book, and went to retrieve it. I found the book first, but it vanished shortly after I enchanted the amulet with its spells." Luna turned away from Twilight, "She'd been fighting with that demon for hours. I should have called you sooner. I am very sorry for my foolishness."

"It's alright. What's done is done." Celestia said, stroking a wing over her sister. "But it does complicate matters. We don't know what was in that book, and Nightmare Moon may go after it again should she break free. We should all be prepared for that."

"I'll see what I can do." Twilight spoke up, "I practically lived in a library." She said, trying to bring a touch of light-heartedness into the discussion. "And besides," Twilight said as her voice hollowed out, "I could use something to talk about with Moon Dancer."

"I think that is best." Celestia finished, then changing the subject, she announced to the two, "I've taken the liberty of summoning Shining Armor from the Crystal Empire to come and assist us with security. If anything does happen, perhaps he can help contain it."

"My brother? But what about Cadence . . . and their child?"

"Do not worry Twilight. We won't keep him for long." Celestia said, chuckling. "And the Crystal Empire won't be left unguarded. Cadence is a very capable princess, and they have their own armed force should anything happen."

Then turning to her sister, Celestia said, "Luna, as we agreed, I shall take the amulet from you."

Hesitantly, Luna eventually nodded and bowed her head, letting Celestia lift the amulet from her chest. With the amulet gone, Luna felt a surge of energy, as if the plague had lifted itself from her body. Taking in a deep breath, she said, "I never realized just how draining that thing was. Please, be careful with it sister."

Nodding Celestia placed it around her neck where the amulet glowed angrily at the removal. It heated up against her chest and sparked with a fiery flare before it finally settled down. Twilight watched this take place and looked up to Celestia, who'd grown a touch groggy from the cursed item's weight.

"What about me?" Twilight asked anxiously, "I'm a princess of Equestria too. I should be responsible for that as well."

Celestia took a double take as she had never considered the possibility. Glancing over to her sister, she found Luna to be in an equal state of shock. Quickly shaking it off, Celestia walked over to Twilight and gave the young princess a hug. "Twilight. I admire your courage, but this is something you cannot bear. Luna and I will share the burden of guarding Nightmare Moon. But you, you and your friends represent the Elements of Harmony, and are the only ones who can wield them. If something does happen to us, we'll be counting on you; all of you."

"Yes Princess Celestia."

Smiling, Celestia finished, "Good. Now, I think we've talked long enough on this matter. Why don't you go see Moon Dancer? I'm sure she misses you."

Nodding, Twilight bowed to the two princesses and made her exit.

* * *

Princess Celestia had left to lower the sun by the time Twilight finally arrived at the hospital in Canterlot. The sky melted into a vibrant combination of red and orange, the sun exploded with color as it seeped into Moon Dancer's room between the blinds. Her friend hadn't quite noticed her yet as Moon Dancer had her nose buried in a book. Mythological Creatures and Their Equestrian Ancestry, by Arctic Gold, it was a fine expedition of a book that dug into ancient species of Equestrian lore. Twilight had remembered using that book as a reference for more than a few research papers over the years.

Twilight chose not to disturb her friend, but took a seat on a nearby chair, casually glancing around the room. An assortment of medical equipment had accumulated around Moon Dancer's bed. Some devices flickered with lights, or beeped at regular intervals. Others monitored blood pressure, or heart rate. It was then that Twilight noticed a couple of connections that travelled up under Moon Dancer's bedsheets. With bandages wrapped firmly around her head and around her chest, the impact against the tree must had really damaged her.

Twilight leaned her head down and sighed. She'd really failed her friend back then.

"Twilight?" Moon Dancer said in surprise, her friend's sigh had surprised her, having failed to realize she was no longer alone.

Hopping off her chair, Twilight stepped over to her friend's bed. "Hey Moon Dancer, how's it going?"

"It's going alright. It's a hospital, so it's quiet and dull. Perfect atmosphere for catching up on some good reading." Moon Dancer said happily.

Twilight smiled and nodded. "And how are _you_ doing?"

"I'm doing okay." Moon Dancer answered slowly, understanding her friend's meaning. Setting a bookmark to mark her place, Moon Dancer set aside her book and taking a deep breath, she said "I . . . I don't remember much. I remember . . . you started chasing me through the Everfree Forest. After that, things got kind of hazy." Moon Dancer scratched her head, squinting as if trying to remember more, "Before that even, everything is kind of sketchy. What did I do?"

"Nothing. You did nothing. We were lucky. Princess Luna and I managed to stop you before you did any damage. I'm just glad you're alright." Leaning in, Twilight gave her friend a soft hug, taking a deep breath as she fought to drive out the memories of that night from her head. "And believe me . . . nothing about that night is worth remembering." Under her breath, Twilight whispered, "Just some things to forget."

"What was that?" Moon Dancer asked.

"Nothing." Twilight said, shaking her head, "I was just so worried about you. I'm glad to see you're alright."

"Thanks Twilight. I was so worried I'd done something awful to you."

Remembering her discussion with Celestia and Luna, Twilight said, "Well, nothing bad has happened yet. I met with Celestia and Luna earlier. There may be a chance that Nightmare Moon could return."

Moon Dancer's eyes widened as fear spread across her face. She leaned back in her bed, resting her head on her pillow. "Oh. So, it's not over then?"

"I don't mean that she'd come back inside of you. Princess Luna and I pulled her out of you." Twilight's words offered instant relief to Moon Dancer, who calmed down considerably at those words. "She could return through Luna again." Twilight finished.

"H-How? I thought Luna had . . ."

"Luna had a vision, and a powerful one at that. She spoke of a book filled with powerful magic. It was a spell in that book that allowed us to get the nightmarish energy out of you. But we think Nightmare Moonn may be aware of the book as well. Do remember anything at all about a book? It may have even been used by King Sombra at one point."

Moon Dancer shook her head, "Sorry Twilight. I don't know what you're talking about."

"That's okay." Twilight said, "you should focus on getting better anyways."

"If it's that important though, I'd be more than happy to do some research for you." Moon Dancer offered.

"No, it's alright. You need to focus on rest . . ."

"Twilight." Moon Dancer interrupted, her narrowed eyes and curled lips a clear give-away that she wasn't buying it. "I'll be stuck here for Celestia knows how long. I'll have nothing to do. I'll be bored. Let me help you."

Shrugging, Twilight nodded. "Alright."

"Good." Moon Dancer said satisfied, "Now, what do you know about this mysterious book?"

Giving in, Twilight explained what she had discussed with Luna and Celestia before coming to visit.

* * *

The day's end came fast for Princess Celestia as she led the sun down beneath the horizon for some well-deserved rest. Another day was in the books, and right on schedule, Luna's moon lifted high into the sky, waking the shimmering stars from their slumber. The sky darkened to a midnight blue color, much like that of Luna's shimmering coat of fur.

When Celestia returned to the castle for bed, she heard her name from behind. Turning, she watched her younger sister land onto the balcony. Luna's ever-graceful figure stepped towards her, "Sister, how was your day? Did it bring you much trouble?"

"No. For the most part, I hardly noticed it." Celestia answered, choosing not to mention the late afternoon when the jewel had flared up on her, causing a moderate amount of burning against her chest. Yes, she felt the evil that dwelled within this capsule. She could feel it swirling around, even now, rumbling in anguish from its captivity.

"Good. I'm glad to hear that." Luna said, relieved her sister had been spared from harm. "If I may Celestia, I shall resume my duties with caring for it. The less time we spend with it the better."

Smiling lovingly at her sister, Celestia noticed how the bags in Luna's eyes had vanished. "You slept well?" She asked, to which Luna nodded her head in confusion. "Good," Celestia said, having already decided, "Allow me to watch over it tonight, and then you may resume your duties tomorrow."

"Celestia, I couldn't allow you to be in danger . . ."

"I'll be fine Luna." Celestia insisted, "I'll take good care of it. You deserve a bit longer of a break from bearing it. You've had it for so long already."

"Alright," Luna conceded, "Then I shall pick up the amulet from you in the morning." Turning away from her sister to resume her nightly duties, Luna said, "Good night sister."

"Good night Luna."

"Celestia." Luna's voice stopped Celestia as she had started down the spiral staircase to her room. She turned and found Luna's soft, relaxed eyes, "Thank you." She said.

Celestia smiled, "you're welcome," and she turned back down the stairs. She was more than happy to help her sister. Luna meant so much to her, and if keeping Nightmare Moon from her sister a bit longer meant ease of mind for Luna, then Celestia was more than willing to oblige.

With the amulet around her neck, Celestia entered her room. Before heading to bed, she sat down in front of her mirror and using her magic, Celestia grabbed a brush and began brushing her mane. She relaxed herself, removing all the knots from the day from her mane, smoothing herself out and preparing for a night's rest.

Humming an old tune her mother once sung, Celestia closed her eyes and let the brush glide down her mane and over her back. The cool night breeze tickled over her body as she stroked down through her hair once more. Celestia felt a warmth rising against her chest as she stroked the brush down her mane again. The brush however, got caught on a rather gnarly knot in her hair. Applying more pressure, she forced the brush through her hair, breaking the knot, and smoothing it out.

As the knot broke apart, so too did the clasp of her necklace. The amulet fell from Celestia's chest, scraping up against the side of her mirror as it fell to the floor. Celestia wasted no time in re-attaching the amulet around her neck. It fizzed and sparked, hotter this time as it flashed and thundered.

"This magic . . . is not something to be trifled with." Celestia said to herself. Using magic of her own, Celestia locked the chain tightly around her neck. "I only hope we can learn more of the book from whence you came."

Setting her brush down, Celestia stepped over to her bed and laid down, covering herself up and closing her eyes. Celestia slowly drifted off to sleep, as a small hairline crack in the amulet started to leak.


	4. Chapter 4

And here we have Chapter 4. I probably would have had this up sooner, but I ran into some technical difficulties with my computer. I'm really excited about this chapter though as things really start to "hit the fan" here. Hopefully everyone enjoys this chapter, and if you have a moment, feel free to leave a review. Thank you so much for reading!

* * *

 **Chapter 4**

Twilight sat again in the throne room of the Canterlot Castle. After visiting with Moon Dancer last night, she had opted to remain in Canterlot knowing that Shining Armor would be arriving soon. That wasn't the only reason though. It felt wrong to just leave Luna and Celestia. Of course, Twilight knew they could take care of themselves. They were Equestrian princesses for Celestia sake; alicorns! Celestia had taught her so much of what she knew now. And Luna, well her ability to freely move about other pony's dreams was beyond much of what Twilight could do. _If only I could be of more help._

"Twilight. What are you still doing here?" Luna asked as she stepped out into the throne room. Odd it was her, as the sun had been lifted into the sky hours ago.

"Princess Luna . . . I was just thinking of waiting for my brother." Twilight answered.

"I am sorry to say Twilight, but your brother may be delayed. The captain sent word that a couple rogue changelings were spotted near the Crystal Empire."

"What?" Twilight exclaimed, her eyes widened in shock. "You don't think . . . Chrysalis is planning something?"

Luna shook her head softly, "Do not worry Twilight Sparkle. I have already spoken with Princess Cadence, and she assured me it was nothing of significance. Apparently, the Crystal Empire responds to such things on a somewhat regular basis."

"But to have to deal with that . . ."

Glancing over to one of the stained-glass windows that decorated the throne room, Luna took in a deep breath. She blinked, trying to drive out the sleep that called to her. "We have a responsibility to look after all of Equestria, Twilight. If ever the Crystal Empire needed our aide, we'd be right there beside them. You know that."

Nodding reluctantly, Twilight dropped the subject. She took in a deep breath as she asked, "Where's Princess Celestia? Shouldn't you be resting?"

Luna nodded her head in agreement as her eyes fell to the amulet that hung around her neck. She'd grabbed it from her sister earlier. "Unfortunately for my sister, she seems to have fallen ill. She is taking the day off, and resting. That leaves me to serve in her stead." Lowering her voice, Luna finished, "I can only surmise the cause is related to this."

Stepping closer to Luna, Twilight gazed at the soft glimmer of the amulet. It still amazed her that Luna was able to find a spell that contained all of Nightmare Moon's energy into such a small device. "Are you sure you don't want my help with caring for this?" Twilight asked softly, remembering the discussion from the last time she broached the subject.

"Twilight," Luna began, "Far too much destruction has fallen onto Equestria because of the evil contained inside. What I did to every-pony, what this evil did to Rarity, and then to your friend Moon Dancer; the more ponies it is exposed to, the more damage it can do. You are a wonderful princess Twilight Sparkle, and an even better friend. The last thing I want would be for something to happen to you." Glancing down the hall of the long throne room, Luna added, "It may have been a mistake to let Celestia care for it."

Twilight studied the worried expression on Luna's face. She knew all too well what had occurred when Luna was Nightmare Moon. It'd been her main reason for coming to Ponyville all those years ago. After seeing what the nightmarish energy did to Rarity, and then to Moon Dancer, Twilight somewhat understood how Luna felt. The idea of handing something so poisonous, so deadly over to a loved one, Luna probably stirred more in her sleep knowing Celestia had it, then when she had slept with it herself.

With a heavy silence surrounding them, Twilight gazed off over the throne room as well. Down the red carpet and out the doors, she noticed a pony stumbling through the hall. As she stepped closer to see who it was, her movements grabbed Luna's attention as well. A glimmer of the sun through the windows sparkled off the pony's hair and Twilight galloped hard with her fellow princess out of the throne room, and over to Celestia.

"Celestia, what are you . . .?" Twilight started, but stopped when she saw the princess's sagging eyelids. Her mouth hung open absently. Her mane and tail drooped against her body. The bright colors on her mane, and the shimmering white coat of fur that had always graced Celestia's body, now fell stale and flat against her flesh.

Luna quickly wrapped a hoof down under her sister, supporting Celestia and prevented her from tipping over. "Sister, what are you doing out of bed?" She demanded.

"I'm sorry." Celestia whispered out, "Just a glass . . . of water."

"I can get that for you!" Twilight volunteered and she quickly rushed off into the kitchen. She spent seconds preparing an ice-cold glass of water for her former mentor. Teleporting back to the two, Twilight found Luna's guards on either side of Celestia, holding her up as the princess of night relayed a whole list of instructions. Their bat-like wings draped over the princess, with a hoof from each helping to support her.

"Here Celestia" Twilight offered up the drink. Celestia used her magic to take hold of the glass and almost dropped it. Fortunately, one of the guards managed to save the water, and held onto it for the princess.

"Now, return her to bed. And keep a close watch on my sister." Luna commanded.

"Yes princess." Nocturn answered, and the two carried Celestia out of sight.

Luna watched her sister disappear down the hall and once out of sight, she took in a deep breath, and allowed some tears to stream down her face. She didn't cry, not with Twilight present, but the tears could no longer be held back. "I should have never let her care for this wretched thing." Luna scolded.

Twilight, unable to offer any comfort, watched helplessly as Luna held up the amulet to eye level and inspected it closely. "What is this?"

"What?"

Luna turned the amulet to see where Twilight had pointed. A crack so fine, it took the reflection of the sun's rays to expose it to the naked eye. Luna's eyes widened in horror. "How can this be?" She asked, quickly pressing the amulet to her chest, waiting for the familiar burning sensations that the nightmarish energy had frequently tortured her with. None. The amulet dangled coolly, almost comfortably. "Twilight, we have to . . ."

Luna's sentence cut-off when a scream emanated through the castle, followed by a low, thunderous rumble. One of her guards galloped hard over to them, standing in the doorway of the throne-room as he panted for breath. Before he could speak, the door from Celestia's bedroom flew down the hall, striking the guard in the chest. It flung him across the room where he collided with a pillar. His body fell limp as several guards rushed to Luna's aide. "Tend to him." Luna commanded.

Twilight had been in a state of shock as she rushed down the hall, her legs beating against her thighs as she followed Luna. Sweat dripped down her brow. Fear torturing the back of her head. What would they find? Was Celestia still . . . Celestia?

Arriving at the room, Twilight stared into the room with Luna. A large black thundercloud angrily snaked its way around Celestia. The princess, suspended in air, tilted her head backwards and to an awkward angle. Her eyes rolled back into their sockets. Each time her mouth opened in a scream, the black clouds crackled with lightening, firing bolts across the room and bouncing off the walls. Twilight and Luna had to separate just as a bolt of lightning shot out at them. Striking a banner further down the hall, the bolt caused a small fire that guards quickly worked to putting out. "Quick! Call for backup!" One of the guards exclaimed.

From within the clouds, a dark voice reverberated through Celestia's head. She was only just aware of her sister's and Twilight's presence. The voice fogged them out. "Always a princess first, and a sister second; isn't that right Celestia? You couldn't protect her then, and you won't protect her now."

Celestia's hooves stretched out over her body, her wings opened up as she tried to escape the penetrating stabs at her mind. She screamed at the voice, feeling the blackness surround her. Her unicorn horn sparked, sending shockwaves through her body, making her cry out in agony for her sister. "Under your watch Celestia! Under your watch, Equestria was destroyed! Useless!" The voices grew louder, filling her head as she screamed again. The clouds closed tightly around Celestia, making it difficult to breathe. "You don't deserve to be princess," the voices hissed. Celestia watched through hazy eyes as Luna and Twilight both sent beams of magic into the clouds helplessly.

"No! Get out of here!" Celestia whispered, her voice grew weak as the heavy clouds smothered her. She felt the energy rush into her body, filling in through her nose, and her mouth. Celestia's breathing suddenly stopped, and she fell to the floor.

"Sister!" Luna cried out, tears streaming down her face. She rushed over to Celestia and cradled her sister's head. "I'm sorry Celestia! I should have never accepted your help." Luna cried, embracing her unconscious sister. She turned to Twilight, who'd been standing in the doorway, watching the events unfold. Several guards had gathered as well, standing horrified. "What have I done?" Luna asked, her body shuddered in terror. The one she cared for most, the one that had seen her through so much, was fading.

"L-Luna" came a soft voice from below.

"Sister!" Luna exclaimed, but looking down she saw a pair of narrowed, angry golden eyes.

A powerful force of magic exploded from Celestia's body. It hurled Luna and Twilight back out of the room, and blinded them with a great white light. The guards scattered and the walls around them smoldered.

A high-pitched cackling echoed from inside Celestia's room. Luna glanced down at Twilight, ensuring her safety. Standing up, she slowly approached the door. "No."

Celestia had transformed into something unrecognizable; something only before seen in a nightmare. Both her mane and tail were flame. Her body cloaked in an ember orange armor. Her fangs shone through her smile as she steadily flapped her wings, chuckling at the sight of her poor little sister.

"C-Celestia . . what have you . . .?" Luna started, but the creature before her cried out at the blasphemy.

"Celestia is gone dear Luna. I am Day Breaker." She'd really done it. She'd escaped her prison, infected the most powerful pony in Equestria, and now, she found herself in a position she had not been in for a thousand years. Equestria was once again, within her reach. Day Breaker tossed back her head and cackled maniacally.

"Princess Celestia!" Twilight's voice cried out. She struggled with Luna to get to the pony that meant so much to her. "Celestia!" She cried out again, tears already forming in her eyes as the shock rocketed through Twilight's body, refusing to recognize the monster before her. Celestia had been her guiding beacon for so long. To lose her now, the battle was supposed to be against Nightmare Moon, not Celestia! This wasn't real! It couldn't be real!

"Twilight Sparkle," Day Breaker taunted as she landed directly in front of both Luna and the young princess. She stepped towards them, watching in amusement how Luna pulled Twilight away from her with each step. Even in her terror, the foolish girl still struggled to get close. "It is such a pleasure to see you again." Day Breaker smiled, tracking every step the two took away from her. "My most faithful pupil . . ."

"Over here!" One of the guards cried out from down the hall. A squadron of armed soldiers quickly galloped between Twilight and Day Breaker, blocking the creature's access to the princesses. As they stopped and manned their spears and swords, one of the soldier's eyes hung onto the presence of Day Breaker, instantly aware of the gravity of the situation. "Oh my Celestia . . . this can't be . . ." His voice trailed off as he hugged his body to his weapon.

Day Breaker laughed at the soldier's exclamation. "Such pitiful fools! You imbeciles really revered that princess like a god!" Day Breaker's uncontrollable laughter caused her mane and tail to storm up in a blaze. The preposterous notion tickled at her sides at the stupidity of the royal guards. Stomping down in front of them, Day Breaker leaned her head in close, barring her fangs as she stared them down. "Celestia is dead. I am your god now."

The castle shook from a powerful explosion that flung the soldiers across the hall. Twilight glanced back at the damage, watching as several of the surviving guards attempted to put out the fires had scorched their fur. "This way Twilight!" Luna called ahead, having teleported them out of harm's way just before the explosion. "You have to get out here now!"

"Me? What about you? You can't fight her alone! Besides . . . I can't let Celestia down." Twilight whispered. Tears streamed down her face, unable to believe that she was really running away from the princess. Her legs trembled with each step. She could hardly hold herself up.

Luna flung around a corner, into a spare room. She pulled Twilight into the room, slamming the door closed behind her. She held the small pony's mouth shut as sweat poured down her brow.

"Oh sister? Where are you?" Day Breaker teased.

The thing that was once Luna's sister was just on the other side of the door.

"What's the matter? Can't take the heat?" She exclaimed, laughing. Another explosion shook the castle. The door knob started to melt as the heat intensified. They'd be found out if they didn't do something quickly.

"Over there!" Came the voices of more guards. Luna breathed a sigh of relief as Day Breaker's voice disappeared down another corridor, chasing the guards.

Luna breathed a sigh of relief and released Twilight. "What are you doing? Why are we running?" She shouted angrily. Her chest heaved with each breath as she glared at Luna. "You're her sister! Why are you not helping her?!"

Luna bit her lip. "I was trying to save you. If Day Breaker gets her hands on you, there is no telling what she would do." The castle rumbled from another one of Day Breaker's attacks as Luna lowered her head to Twilight's level, "You have to go. Now! I'll keep Day Breaker busy . . ."

"No! I'm staying here! I can help you!" Twilight begged. Her voice quivered in fear as dust trickled down from the ceiling. "I'm a princess of Equestria too. This is my job!"

"You cannot help me." Luna said flatly.

Twilight stepped back. She couldn't believe what she'd just heard. She tried to find the words to speak, but didn't get the chance as Luna continued. "The way you are now, you'd only get yourself captured . . . or worse." Luna saw the hurt in Twilight's eyes and wrapped a wing around her, "That is why you must go to Ponyville. The Elements of Harmony are our only hope. You must hurry!"

Understanding, Twilight nodded her head. Wiping the tears from her eyes, she said, "Of course."

"Now go! I'll keep Day Breaker busy. We must end this as quickly as we can!"

Twilight nodded, and busting out through the castle, she rushed off, beating her wings against her sides as fast as she could. She had to get to Ponyville, and fast. Out of Canterlot she flew, hurtling herself over the valleys and forests, towards Ponyville.

* * *

Derpy carefully placed another picture of Maud onto the table. Pinkie had finished with the decorating and had called her over to help with some finishing touches. Fortunately, they didn't require any kind of flying, or hanging things up on large, unstable pillars. Derpy breathed a sigh of relief as she stared into the eyes of whom she assumed was Maud Pie. The gray fur, the long purple mane, Maud appeared to have a certain air about her, something Derpy couldn't quite place her hoof on.

She glanced back at Pinkie, who had busied herself in one of the chairs, reviewing her guest list, among other things. "You're sure going to a lot of trouble for your sister. Is she really that amazing, Pinkie?" Derpy couldn't help but ask as she grabbed another picture out of the box. This table was quickly turning into a shrine.

Pinkie Pie giggled at the question, as if the answer was totally obvious. "Well duhhh" She answered, as if to confirm Derpy's suspicion, "She's only the most amazingest, smartest, fastest, and sweetest pony in all of Equestria!" Pinkie's springy nature flung her about the room as she explained, landing right next to a more than startled Derpy. "Maud's super-duper special. And graduating from rock college really meant a lot to her. Not to mention the family. She's the first Pie to graduate from college, so this party has to be extra special for her." Pinkie explained.

Before Derpy could respond to Pinkie's comment, Spike burst through the door, making Derpy jump, causing one of the pictures to tip over. "Pinkie Pie! Come quick! We have to go! Now!" He shouted excitedly, his body squirming back and forth as he ran.

"What is it Spike? You don't look so good." Pinkie said.

Spike cut off the energetic mare as he said, "Twilight! She's back, but Nightmare Moon is back! Only, I think she's got Princess Celestia! We need the Elements of Harmony and . . ."

Derpy had been watching Spike talk, her eyes widening at the mere mention of Nightmare Moon. She held tightly onto the picture that had tipped over. Suddenly, Pinkie grabbed one of her hooves and started shaking it violently, "Thank you so much Derpy for all your help! I really appreciated all of it!" Her voice rambled on, "Go ahead and finish up with the table and grab a snack before you go and be careful on your way home! I gotta go! Bye!" Pinkie finished and taking a deep breath, she grabbed Spike and flung herself out of the Castle of Friendship, leaving Derpy's hoof still shaking up and down in midair.

"I could help . . ." Derpy started, but immediately closed her mouth. Helping fight Nightmare Moon? What was she thinking making a suggestion like that? What could she possibly do? Derpy opened her mouth to correct her sentence, but only then realized that Pinkie and Spike were already gone. She glanced around, searching for them, and finally said, "Oh, okay then. Bye." Glancing down, she found the picture she'd been holding. It lay on the floor, broken glass scattered around it. "Oh . . . muffins." She cursed.

* * *

Luna's wings slapped hard against her sides as she veered to the left, down a random hall as a hot breath of fire burnt the ends of her tail. Sweating, she pulled up from a dead end and burst through a skylight into the early afternoon air over the castle. Luna only managed a second's glance over Canterlot, watching as the soldiers drove out into the city, attempting to evacuate as many ponies as possible from around the castle. Already, panic had started to brew from those closest to ground zero.

Glancing down, Luna dodged a blast of magic by mere inches. Day Breaker erupted from the castle, panting and heaving. As she hovered above Luna, she glared down at the princess. Her body heaving for breath when she violently flung herself to the side and back, spiraling out of control, before finally steadying herself. It was as if something had sideswiped Day Breaker in midair.

 _She doesn't have control_. Luna realized. Day Breaker was still struggling for complete dominance of Celestia's body. "Celestia! I know you're in there! You have to listen to my voice!" Luna shouted. An angry burst of magic exploded out of Day Breaker's horn, veering far off course, easily missing Luna to the point where she didn't' even need to dodge. "You have to fight her sister! She hasn't won yet!"

Luna flapped her wings, flying up to Day Breaker just as the evil pulled its ugly veil back over Celestia and through a fanged grin, said, "Poor, pitiful Luna! You're wasting your breath if you think I'll give up this body so easily."

"You will not keep her." Luna whispered back. She stared back at Day Breaker, watching for the next move. Day Breaker laughed at her, the unicorn horn glowing a fiery red. A low rumble from below, and taking her eyes off Day Breaker for a second, Luna looked in time to see part of a tower hurdling towards her like a giant spear. She quickly kicked her hind legs forward, performing a mid-air back flip to narrowly avoid being impaled on the tower. As it drifted by her though, she heard the sounds of screams for help from within. "Day Breaker you monster! Put them down!"

Her magic causing some visible strain, Day Breaker continued to laugh at the princess below her. "Why oh why does every-pony say that?!" She exclaimed, quite delighted with herself. "Here, take them!" She exclaimed, and fired off the tower towards Luna like a rocket.

Luna was forced to dodge the tower once again, but this time, she used her magic to grab hold of the monstrous tower. Her body creaked and quaked from its weight. With the speed in which it had traveled, safely slowing it to a crawl pulled Luna alongside the tower. She could see the terrified ponies through the window, and peeking out the missing floor as she eased it onto the ground. The tower dragged across a couple blocks, leaving a deep trench from its landing. Panting for breath, Luna blew apart enough of the brick so that the ponies could easily jump out and escape. "Go! Get out of here!" She exclaimed.

Luna turned back to face Day Breaker, but was hit point blank with a blast of hot, searing magic. Her body skipped across the road, the ground and sky rolled into one muddy mess as she felt her head slam into the side of a building. Her legs ached, her wings bent, and her head pounded from the impact as she looked up.

Day Breaker landed in front of her, slowly approaching. "You're weak Luna. You were always weak."

Luna struggled to get to her feet, her body lurching. She tumbled down onto the hard dirt as she focused her magic, preparing an attack. She could feel Day Breaker's hooves getting closer. Feeling her magic radiating inside, Luna fired a burst at Day Breaker. The possessed creature merely batted away the blast with a wing, letting it careen into a nearby shop, starting a small blaze. "You were strong only when I was with you." Day Breaker said, as she stopped just above Luna, "Remember the power you had then. How ponies bowed in fear at the mere mention of your name . . . of our name! It was beautiful."

"That's not true! I . . ." Luna stopped midsentence when she glanced up at Day Breaker.

Celestia stared back down, her face wrought with terror, eyes almost bulging out of her head, pupils shrunk. Sweat poured down her face as Celestia quickly spoke, "Luna. You have to listen to me! Day Breaker is taking over. I . . . I can't stop her . . . you have to stop her . . ."

"Celestia. I will. I will stop her, but don't give up . . ."

"Whatever it takes Luna . . ." Celestia's voice faded out. Her eyes rolled back and her neck cracked, twisting her head to a broken angle. She cried out and Luna quickly jumped her sister, pinning her to the ground.

"Celestia! Celestia!"

Celestia's eyes opened once more, and Luna knew her sister was gone again. Day Breaker stared back up into the princess' eyes and said one word, "Gone," as if she'd done a magic trick. Day Breaker opened her mouth and spewed hot fire onto Luna.

Screaming in agony, Luna shot up into the air, hurling herself blindly back towards the castle. She saw the guards below her, trying to keep Day Breaker at bay. They were no match however for the powerful pony, and they barely managed to dodge another breath of hot fire.

Crashing through a window, Luna rolled into a long banner, smothering the fire, eventually putting them out. The hot odor of burnt fur and feathers scratched at Luna's nose. She struggled for a moment before being able to pull herself back onto all fours, her front hoof now sprained and throbbing with pain.

Day Breaker followed closely behind her. A stained-glass window above shattered, letting in daylight as she entered. "You don't stand a chance Luna. You never did. It was just a matter of time before I had my triumphant return."

Luna's body trembling in pain. She folded her wings away, and stared up at Day Breaker. She would not show weakness. Even against her sister, she would not falter. She couldn't. "You're not as strong as you say Day Breaker." Luna said, "You haven't taken over my sister. She is still fighting you. You're too weak to control her." Luna walked towards Day Breaker, flinching in pain with each step against her sprained hoof. "You prey off the fears and weaknesses of others to get your power. But, you will have no such luck with Celestia. The bond I share with her, and her friends, are far greater than anything you could possibly command."

Luna quickly dodged a couple angry blasts of magic from Day Breaker. When the possessed alicorn breathed fire into the castle, Luna unfolded her wings and flew up to meet the other's gaze. "You will not keep my sister."

Day Breaker growled in anger. Her whole body shook with rage as she said between grit teeth, "She. Is. Mine." Day Breaker's body vibrated in the air, a ball of fire forming around her. She stared into Luna's eyes. The magic around her strengthening, bursts of flame leaping out of the sphere and pooled back into the magma like orb. Day Breaker panted, the amount of magic swirling around her feeding off her hatred as she cried out to Luna, "Equestria is mine!"

Luna turned to run from the impending explosion, but could not dodge it in time. She ducked down into the floor of the large ball room they'd ended up in, but the fire consumed everything as it ruptured from Day Breaker. Luna was flung back against the wall, the scalding flames engulfing her. Her scream was drowned out by the sound of the ceiling collapsing into the castle. The debris somehow missed Luna, but when the floor gave out under her, she had neither the strength nor the time to catch herself from the fall.

Luna's body slammed into the marble floor below. Several cracks and snaps carved through her body as she rolled around in agony. The sour taste of blood bubbled up in the back of her throat as Luna helplessly looked up. Her blurry vision could just make out Day Breaker steadily approaching her.

"I will have Equestria Luna. And I will kill every last pony in Canterlot if that's what it takes to get it."

Luna attempted to roll onto her hooves, but became dizzy. Day Breaker kicked at her side, causing the princess to roll and curl up against a nearby set of steps. She clutched her stomach and within seconds, felt a hot breath against her ear. "You will not stop me."

Luna felt her consciousness slipping. She knew she would faint. She turned to Day Breaker, hoping for one last stand. But she couldn't do it. As deafening blackness engulfed Luna, the last thing she saw was the glow of Day Breaker's horn. Her head fell to the floor, and she passed out.


	5. Chapter 5

Another chapter here for everyone! I'm very excited about this chapter due to how it ends, and also for what it will setup in Chapter 6. And hopefully the wait wasn't too long for everyone, but I do hope that everyone will enjoy this chapter. So, thank you all so much for reading. Please leave a review if you can as it would certainly be appreciated. And please, enjoy the chapter.

* * *

 **Chapter 5**

Twilight's wings whipped against her, bruising her sides as she could start to see Canterlot at the crest of the next hill. The peak of the castle had just begun to rise like the sun in the distance. Sweat trickled down Twilight's brow, dripping into her eyes as she flew. _Luna's alright. She can handle this. It's her sister. And Celestia's too strong to be possessed like this. Everything'll be okay._ Panic had struck the small princess. Too many what ifs existed. What if she'd lost Luna? What if Celestia was gone forever? What if she was the only princess left? Twilight shook the thoughts from her head. They distracted her too much, and caused emotions to surface that she didn't have time to deal with right now. She blinked out her tears, and sniffled. The important thing right now, was to get to Canterlot. That was it.

"Twilight! Slow down" Fluttershy's voice called from behind. "You're losing the others!"

Glancing back, Twilight saw her friend was right. She'd been flying breakneck speed this entire time. Her gold tiara even begged for relief as it danced about her head, almost ready to teeter off. Quickly slowing to an almost stop, Twilight steadied her element of magic and waited for the others. Rainbow Dash of course had broken the sound barrier long ago and was probably already there. "I know it's a long way to go, but we have to get there as soon as we can. Princess Luna needs us . . . and so does Princess Celestia" Twilight explained, the last part coming out in a whisper.

As Rarity caught up, she gasped for breath, "You are right Twilight, but we just can't keep up with you like that."

Taking her hat off, Apple Jack brushed the sweat from her face. "If the train could've taken us all the way, then we wouldn't even be in this mess."

"It would've been faster," Twilight explained, "but the soldiers wanted to avoid further damage or . . . causalities."

"Oh my," Fluttershy gasped, "has any-pony died from D-Day Breaker?"

Twilight glared at her friend, not appreciating the use of the name, "No. No pony has died yet. And no pony is going to die. We're going to stop her and save Princess Celestia."

"Of course we are," Rarity reassured, "That's why we have the elements. Everything's going to be fine."

"Well let's get going then!" Apple Jack said, "We're all caught up, and I hate the idea of ole Dashie beating me at anything."

Twilight nodded and took back to the air, feeling a bit more confident knowing her friends were behind her.

The gang, minus Spike, who Twilight had insisted on staying behind, quickly entered into Canterlot. Even on the outskirts of the city, damage could already be seen. Smoke pillared from the heart of the city. The occasional gusts of wind were evidence enough that Rainbow Dash had already started helping the soldiers.

"Come on girls!" Twilight exclaimed, motioning for them to follow. She led them on into the city, galloping to the heart of Canterlot. Twilight gulped anxiously, as the further in they travelled, the more damage Canterlot sustained. Buildings that were sliced like butter, swayed in the wind. Soldiers worked to pull ponies out of collapsing houses. Rainbow Dash busied herself with rescuing ponies unfortunate enough to be trapped in the few homes that had caught fire.

"What happened here?" Pinkie Pie couldn't help but ask. Her usual bright, and chirpy voice had died down to a whisper.

"We have to find Luna" Twilight said, ignoring Pinkie's question. Her body trembled at the notion that they could already be too late.

Approaching a nearby guard, Twilight asked, "Excuse me, but where is Princess Luna and Princess Celestia?"

The guard turned to her, and almost jumped in surprise. "P-Princess Twilight!" He stammered, "I-I don't know. Princess Luna was fighting with all her strength against . . . D-Day Breaker I think she called herself, but Day Breaker left. We don't know where she went."

"And Princess Luna?"

The guard turned and pointed at the castle. "Last we saw the princess was in there. But the castle has taken a lot of damage, and we've been so focused on civilians, we haven't been able to get inside it yet."

"You haven't attempted to rescue a Princess of Equestria . . . who could be hurt or worse?" Twilight asked exasperated. Before the guard could even respond, Twilight turned to her friends, "Come on girls! We're rescuing Princess Luna!"

"W-Wait Princess Twilight, the castle is too dangerous to just . . ."

Twilight ignored the guard and hurried on towards the castle, stopping once she'd reached it. A couple of towers lay scattered across castle grounds and gardens. Whole walls ripped from the foundation left gaping holes in the structure. Through those holes, Twilight could even see collapsed floors, small embers, and even hear the occasional sound of a wall collapsing from within. Dust and rubble shrouded the once mighty castle from the rays of the afternoon sun.

 _She has to be in here. She just has to._ Twilight assured herself, starting to pant as fear crept into her head. She hesitated to take another step towards the castle, unsure of what lay ahead. _But Celestia . . ._ That's right. Celestia was still out there, and needed their help. Pushing forward, Twilight rushed the castle with her friends.

The five of them entered the castle, rushing into the entrance hall. The stairs leading up to the second floor had broken away. Only slivers of them remained. The once vibrant red carpet that had welcomed many a guest, now a faded brown from rubble and dust. It lay ripped, and scattered in several pieces along the hall.

"Where do we go?" Fluttershy asked.

"Should we split up?" Apple Jack added.

Twilight considered the possibility. It's true they'd cover more ground, but at the same time, the castle may no longer be structurally sound. If something were to happen . . . "No, we better stick together. We don't know what kind of shape this place is in."

Still, the question of which way was a valid one. Twilight glanced up to the second floor. On one hoof, they could search top to bottom; specifically, in that order. The problem though would quickly come in traversing the damage. "Let's start with ground floor. If we have to, we can work our way to the upper floors." As Twilight spoke, some of the ceiling gave way, and the girls had to split in order to avoid being crushed to death. "Let's hope we don't have to." Twilight finished.

The girls started down the long hall of the lower east wing of the castle. Twilight figured the easiest solution was to hit the rooms, one by one. The notion sounded far more daunting than it actually was. Many of the rooms on the first floor were wide, and open. Mainly for festivities and political ambassador visits, the first floor was really meant to hold as many ponies and critters as possible. To Twilight's knowledge, there were only a hoof-full of smaller rooms on the first floor. The kitchen, a couple of staffing offices, and was the laundry room on the first floor? She wasn't sure. Some of the rooms were much less known to her than others.

"What happens if Princess Luna isn't here?" Pinkie Pie's voice suddenly rang out amidst the heavy silence that had fallen amongst the group.

"What do mean 'not here'?" Twilight said.

A bit befuddled, Pinkie trotted alongside Twilight and looked at her sideways, "you know, not here . . . as in, somewhere else."

"It is possible she's not here Twilight," Apple Jack spoke up, "What if she's still fighting Day Breaker or . . . something's happened to her."

It was a very real possibility. She'd been trying to avoid thinking about the possibility in fear of losing herself. Twilight turned to Apple Jack and the others, and noticed the looks on their faces. She watched Fluttershy stare off to the side absentmindedly, trying to suppress her worry, Rarity who stood behind AJ and Pinkie Pie, afraid to speak. They were terrified. This kind of damage hadn't been seen since Tirek maybe. "Then," Twilight began, her voice faltering, ". . . we deal with it when it comes. But we can't jump to conclusions yet, we still have to find her."

"But what about Day Breaker?" Fluttershy finally spoke up.

Twilight hated the name, hated that they'd have to refer to Princess Celestia as such. "There was a book that she was after." Twilight explained, "if it's as powerful as what I suspect, then she's probably searching for it now. That's why we have to work fast." Twilight explained, shuddering a bit, "Let's find Luna, find the book, and stop Day Breaker before any-pony else gets hurt."

The others nodded as Twilight turned and approached the doors leading up to one of the ballrooms. She suddenly felt Apple Jack pressing against her, letting her know she wasn't alone. Twilight looked over to her friend and smiled in appreciation. Her eyes misted over from just holding everything back. Apple Jack nodded in understanding, "Together Twilight," she whispered.

Throwing open the doors, the five of them rushed into the ballroom, but stopped. A giant hole, like a crater, split the room in half. The girls could look up through the second floor and see sky. Below, laid the remains of whatever room had been directly under them.

"Look!" Rarity called out.

She pointed down in a corner. Bruised and curled up was a motionless alicorn.

"Princess Luna!" Twilight cried out and flew down with Fluttershy into the room. There was not a movement from the princess, not even a twitch. Twilight pressed her hooves against the princess' side, shaking her. Pulling away, Twilight felt her hooves warm and moist with Luna's blood. Looking up to the helpless three who couldn't get down, she shouted, "Get Rainbow Dash! Now! We have to get her out of here!"

Apple Jack, Rarity, and Pinkie Pie all disappeared in a flash. Twilight turned to Fluttershy who hovered shakenly over the princess. "Fluttershy. Fluttershy!"

Fluttershy suddenly woke up out of her trance. She pulled her eyes off Luna and looked at Twilight, tears streaming down her face. "y-yesss?"

"I need you to fetch some carpet, preferably some long clean strips. We're going to make some tourniquets for Luna and if you can find enough, we'll use it to lift her out of this hole."

Fluttershy nodded and rushed out of the hole.

All alone with Luna, Twilight lean in and used her magic to listen to the princess' heart. She released a loud sigh of relief when she found that Luna was still alive. Using her magic, Twilight tried to heal what she could for Luna. She wasn't particularly knowledgeable about healing spells, at least ones as complex as what was needed. The spells though, must have been enough, for after a few moments, Luna opened her eyes.

"T-Twilight?" She asked, her voice soft, and weak.

"It's me." Twilight confirmed, "Are you alright?"

Luna coughed as she tried to sit up, but Twilight just held her down. "Not so fast. You're hurt too badly to be moving."

"D-Day Breaker . . . where is she?" Luna asked. "Where's my sister?"

"We . . . we don't know. By the time my friends and I got here, she was already gone."

Luna again attempted to sit up. "Then . . . we have to hurry . . . She'll be coming back." Her body quaked in pain and again Luna slumped to the floor, panting for breath. "You have to get to the book before she does."

"We will Princess Luna. We have to get you out of here first."

Determined not to show weakness, Luna attempted to sit up for a third time. When Twilight tried to hold her down, Luna batted away her hooves. Taking in a deep breath, and feeling her ribs cracking, she grit her teeth and swallowed the pain. Sitting up, Princess Luna winced as shockwaves coursed through her body. But she bore with it. "Day Breaker," she said, now in a proper position to speak, ". . . she doesn't have full control of Celestia. They are still fighting for control."

"Don't worry Princess Luna. We have the Elements of Harmony. Once we get you out, we're going after her."

Luna smiled at Twilight as she nodded her head. Before she could say anything, voices from above could be heard. When the two glanced up, Rainbow Dash was already bolting down into the hole. Apple Jack, Pinkie Pie, and Rarity had returned. Fluttershy had found plenty of carpet for bandaging up Luna and getting her out.

Twilight turned back to Luna and said, "Come on, let's get you out of here."

* * *

Twilight stepped out of the castle and into the afternoon sun with her friends. She, Rainbow Dash, and Apple Jack helped support Luna. The princess, frail from her injuries, had insisted on walking out of the castle. She groaned in pain with each step, and required the assistance from the girls just to stand, but she would not be dragged out on a stretcher, not in Equestria's time of need. She'd see this through to the end, even to the death if need-be.

When the girls had cleared the castle, soldiers rushed over to them and grabbed onto Luna. At this point she again refused. Allowing Twilight and her friends to assist her was one matter, but soldiers who she needed to be a beacon for, no. They would see her stand firm. "As you were colts. I can stand on my own." Luna said, and the soldiers glanced at each other worriedly. Even Twilight opened her mouth to speak, but Luna interrupted, "Thank you all for the support, but we have too much work to do to be pampering me."

Turning to the castle, Luna surveyed over the damage. Her heart broke as she gazed upon the ruins. "When I returned from being Nightmare Moon, this castle was the safest place to me. This was home. Now look at it." She said, growing angry at herself, "just look at it." She said again.

"Luna," Twilight eventually said, unable to contain herself any longer, "You're hurt. Seriously hurt. If you don't get some help . . . we can't afford to lose another princess."

"There is no time." Luna insisted, "Twilight, you and your friends have to leave in search of Day Breaker. And you must do it now. If we don't get to that book before she does, who knows what will become of Equestria."

"But we don't even know where to look . . ." Twilight said, feeling her friends stepping up behind her.

As if on cue, a voice from behind the soldiers called out, "I can help you with that!"

When the ponies turned, they found some-pony pushing past the soldiers, forcing her way through and into the small opening. Pushing her glasses up on her nose, Moon Dancer smiled weakly as she waved at them.

Within seconds, Twilight had rushed her old friend and embraced her. "Moon Dancer! You're okay!" She said, overcome with emotion.

"I'm fine. They were in the middle of evacuating me when I saw you emerge with Princess Luna." She explained.

"Time is of the essence young Moon Dancer." Luna said, "If there is something you know which can help us find my sister, we need to hear it."

Moon Dancer looked around, seeing every-pony waiting anxiously for her to respond. Even some of the nearby soldiers had perked up their ears for a listen. Moon Dancer wasted no time. "The book Day Breaker is searching for is a collection of powerful spells gathered from all corners of Equestria. The contents were compiled by King Sombra himself during his rule in the Crystal Empire."

Eager to get moving, Twilight asked, "Where is it?"

"That's the interesting part. King Sombra knew his book would be destroyed if ever it fell into the wrong hooves . . .or in this case, the right hooves. So, he devised a scheme that would make the book impossible for any-pony to find. He designed it to vanish into a secret location after each use. That way it would never be found on him should he be captured. King Sombra used a summoning spell to bring the book into his hooves for whenever he needed it."

"Excellent." Luna said, happy that things could end quickly. She'd destroy the book, and that dark energy possessing her sister, so that it could never again hurt another pony. "What is the spell?" Luna asked.

"Unfortunately, the spell was lost long ago." Moon Dancer said, and watched as the others dismayed at her words. "But I do know where the book vanishes to. It hides itself in the Castle of the Two Sisters. King Sombra knew Princess Luna and Celestia would never search their own castle for his book, so he chose to hide it there."

Luna stood dumbfounded, still processing all of the information that had just been presented. She'd spent plenty of time growing up in the old castle's library. Was it in front of her eyes even then?

Luna ignored the pain that again tremored through her body as her mind became focused on the task at hand. They knew where the book was. Destroy it, and take back Celestia. Luna breathed in deep. Day Breaker almost certainly knew this same information as well.

"Thank you so much Moon Dancer!" Twilight exclaimed, hugging her friend again. Then turning to the rest of her friends, she said, "Come on girls! Let's get that book!"

"Alright!" Rainbow Dash shouted excitedly.

The others hoorayed and cheered and Moon Dancer quickly added, "I'm going with you Twilight." And before any-pony could protest, she quickly added, "You'll want some-pony who's as good with libraries as I am. The faster we find that book, the better, right?"

Luna watched as Twilight reluctantly agreed. "I'm going too." She said, approaching the girls, wincing with every step. Luna couldn't let the girls go alone. She wouldn't. After what Day Breaker did to her, these girls wouldn't stand a chance. She had to protect them.

"No." Twilight said. "You stay here. You're hurt. Let us handle this."

"Twilight, I . . ." Luna began.

"Don't worry. We'll be fine." Twilight reassured her. "Besides, if Day Breaker does come this way, the soldiers need a princess to lead them into battle, to help protect Canterlot. We don't know where she is or what she is doing. We have to cover all our bases."

Twilight was right. Luna couldn't argue. "Alright," she said, "I'll stay. But you must go. Now. Every second we stand here talking, Day Breaker gets closer to conquering Equestria."

Twilight nodded and with a call to her friends, the gang of now seven ponies galloped hard out of Canterlot. Luna watched them until they were all out of sight. Then, turning to the soldiers who'd been watching her conversation, she stood up straight, ignoring the searing pain in her limbs, the pain that cracked her bones, and ate away at her legs. Luna stared into their eyes, and allowed one tear to drop from her face for her sister, for everything she'd let happen. "Soldiers! Prepare a defense around Canterlot. And get those civilians out of here! Now!" She ordered.

* * *

Landing in the darkest portions of the Hayseed Swamps, Day Breaker ruffled her nose at the repugnant odor that stretched out around her. The dreary swamp moistened her feathers, seeped into her coat of fur as she trudged through the swamp's murky depths. It wasn't that she wanted to be here, no. If it were up to the elegant princess, and future ruler of Equestria, she'd have this hell-hole swallowed in fire, and burned anew. But alas, there was one here who's help she required.

The presence of Celestia's consciousness suddenly strengthened with such veracity that Day Breaker stumbled over a dead log, crawling with termites, beetles, and roaches. In anger of their destroyed home, the nuances swarmed over Day Breaker, until she was forced to torch them into the earth.

"You cannot stop this Celestia." Day Breaker whispered to herself. With both her conscious and that of Celestia's vying for control, their thoughts and emotions frequently intermingled. It was almost certain that the pathetic princess knew of her plan. "I will have what is mine." Day Breaker hissed, stepping towards a dank, almost rustic cave that had uprooted itself in the swamp.

The mossy green water that oozed from this cave somehow spilled into the sky, giving everything the light touched an emerald glaze. As Day Breaker stepped up to the entrance, she could feel seaweed and grass clinging to her hooves, a most unpleasant and unbefitting sensation for Equestria's greatest leader.

Upon entering the cave, darkness quickly surrounded Day Breaker. The light from her horn was all that dared enter the black stone. A dozen pairs of eyes opened up in the dark, tracking her every move. She did not fear them. She came to speak with them, persuade them if she must, to join her. For Day Breaker knew that Twilight and the others would go after that silly book. No matter. She had only a temporary interest in it, then they could have it for all she cared. As long as she could forever silence Celestia and have full control of this body, she cared not of what those fools did. But, the Elements of Harmony were a threat; one that Day Breaker hated to admit and one that she'd need help in dealing with.

A voice from deep within the cave growled at Day Breaker and spoke, "One who willingly wades through my swamp is either stupid or crazy. Tell me my prey, which are you?"

Day Breaker smiled at the voice. This was why she came. This was the reason that she put herself through such wretched conditions. Releasing a short laugh, Day Breaker answered, "Under normal circumstances, I'd consider myself both crazy and stupid for setting hoof in such filth." The cave came to life with growls and hisses. The eyes that watched her glared menacingly down at her frame. The light from her horn only managed to grab glimpses of the creatures moving about the dark. "However," she continued, "these are far from normal circumstances."

Stepping deeper into the cave, to where she could no longer see the glinting light of its entrance, Day Breaker said with great confidence, "Do the names Twilight Sparkle and Princess Celestia mean anything to you?"

At the mention of those names, the sound of buzzing wings filled the cave, echoing all around Day Breaker. She could feel the changelings taunting her, surrounding her. Then, a new pair of eyes shone through the blackness. Seductive, light phthalo green eyes stared back and the queen's voice rose above the rest. "You come into my cave, and speak the names of my enemies; ponies that have nearly destroyed all of us changelings. Who are you? If I dare say, you have a striking resemblance to that of Princess Celestia."

"Very good observation. That is because I am possessing her body. I am Day Breaker, and I aim to rule all of Equestria, and rid it of those who would stand in my way." Day Breaker waited for response to her announcement, but when she received none, she continued, "How would you like to help me in my quest, and crush Twilight Sparkle?"

Chrysalis' voice quaked at the mention of Twilight Sparkle. "I've suffered terrible losses at the hooves of Twilight and her friends. I've lost nearly all of my changelings to them."

"I know." Day Breaker said, having been fully aware of what has happened to the changelings over the past number of years. "Yes, I am quite familiar with what the princesses of Equestria have done to you." Having come prepared, Day Breaker pulled out a rotten acorn, much like the seed from which Chrysalis herself was born. Setting it down on a small stone in front of her, she continued, "But, I can help you get your army back, and not just that, but an army a thousand times greater than what you had before."

Intrigued, Chrysalis stepped forward, but only a few paces; enough so that her shadow stood out from her minions, "What did you have in mind?"

Thrilled with the queen's interest, Day Breaker stepped further into the cave and extinguished her horn, so that the darkness enshrouded her. "A new Equestria, one in which you and I reign supreme; while the princesses and all they hold dear lay crushed and broken beneath our hooves."

Silence fell between the two as Day Breaker waited for a response. She stood patiently, feeling the changelings grow closer to her. Day Breaker winced as Celestia attempted a brunt force attack on her, causing a searing migraine. She groaned in pain, and lifted her head up, frustrated at the queen's silence. "Answer me, Chrysalis."

Again silence. Day Breaker thought that maybe she was rejected, that this had all been a vast waste of time. _Foolish of me to trust a changeling with anything._ She thought to herself. But then, she heard a new sound rising from Chrysalis and her changelings. It was the sound of laughter. Day Breaker opened her mouth in a toothy smile. She knew Queen Chrysalis' answer even before it was uttered.

"We're in."


	6. Chapter 6

Wow! This chapter turned out longer than I anticipated it to! Still, I'm pretty happy with how it turned out. I apologize for the delay with this. It probably would've been up sooner if it hadn't taken so long to write. But now things will really start to get interesting. I won't say anything more, except that I'm super excited to work on the next chapter, and the one after that, and on and on. But for now, I hope everyone enjoys this chapter. And if you're able, please take the time to review. I'd love to hear everyone's thoughts. Thanks for reading!

* * *

 **Chapter 6**

The afternoon hours had started to fade into the early evening when Twilight and her friends crossed the threshold of the Everfree Forest and finally laid eye upon the crumbling remains of the Castle of the Two Sisters. They'd had to completely leave Canterlot before being able to teleport any closer to the place. It was something Twilight had hoped to do to get into Canterlot, but with the attack from Day Breaker, she was almost positive that the royal guards would have thwarted any such attempt.

"It's really quiet, Twilight," Moon Dancer said cautiously, following her friend into the castle. "I-Is it supposed to be this quiet?"

"To be honest, I'm not sure." Twilight answered, shining her horn as she led the group inside. "I can't tell if we beat her here or not."

As the group trotted down the main entrance hall of the ancient castle, Rainbow Dash did soft zig-zags through the air, trying to get a bird's eye view on any potential ambushes. Fluttershy and Rarity stayed close behind Twilight, while Pinkie Pie and Apple Jack brought up the rear.

Rarity sighed as they travelled through the old castle. She glanced about the cracks in the walls, the piles of debris that lay scattered across the floor and under her hooves. She looked up at the tattered tapestries she had once attempted to mend. "Out of one pile of rubble and into another." She complained to herself.

Every-pony suddenly stopped and looked at her. Rarity had been so lost in thought, she hadn't realized what she'd just said. She smiled sheepishly and said, "S-Sorry."

"Nothing to apologize for," Apple Jack answered softly. "This here mess could just as easily be Canterlot."

After just leaving Canterlot, it was here that everything started to sink in. The Castle of the Two Sisters once stood tall, and proud. It housed the most powerful ponies in all of Equestria, Princess Luna and Princess Celestia. Then, one thousand years ago, Nightmare Moon laid waste to the castle, and to Equestria. Her reign of terror had gone down in history as one of Equestria's greatest tragedies. Sister against sister; good versus evil.

Twilight whispered to the group, "Let's go. We don't have much time." They followed her in silence. _It's happening again._ Twilight thought to herself. _The tragedies of legend, things no pony ever thought would be seen again. If we don't stop Day Breaker now, Equestria could be lost._

Twilight took off into a gallop when she saw the old library ahead, towards the place where she fondly remembered reading through an assortment of books with Spike; where she had found an old journal, and her friends scared to the bone over nothing. The nostalgia brought some tears to her eyes. She didn't know why she wanted to cry, only that she did.

"Here!" Twilight called out when she arrived at the top of the rickety staircase. "The library's in here!" Stepping inside, she watched as Moon Dancer immediately went to work, sifting through the books.

"What is it exactly we're looking for?" Rainbow Dash asked as she fluttered over some of the higher shelves that still stood against the crumbling walls.

Moon Dancer glanced to Twilight, and then back to Rainbow Dash. She was the only pony here with any knowledge of the book. "I don't have an exact description, but the book won't have a title, probably won't list an author either . . . it will probably have a symbol on it though, the dragon's eye."

"The dragon's eye? What in tarnation is that?"

Moon Dancer glanced to Twilight, whom she could tell just be the expression that the young princess knew of the symbol. "It's an ancient symbol of power. . . and evil." In the layers of dust and dirt on the floor, Moon Dancer quickly traced the symbol for the others to see. It was an isosceles triangle pointing downward, with the letter "Y" in the middle, connecting the triangle's three points. "It most likely won't be out in the open either. King Sombra would've wanted the book well hidden."

"Let's get searching." Twilight said and together the girls began tearing apart the library. Under normal circumstances, the carelessness with which every-pony tossed books around would've sent Twilight up the wall. At this point however, she found herself tossing books around haphazardly, surely damaging their spines.

Rainbow Dash scurried along the upper shelves, knocking books onto the floor one by one. From titles such as, A Chronological History of the Griffon Wars to, History of Equestria: Before the Equines, Rainbow Dash scattered the books across the floor as she spent fractions of a second glancing at each title. Dodging the rain of paper from above, Apple Jack searched the lower the shelves. Peeking only when she couldn't discern the titles, AJ merely skimmed to save time. Nearly being clobbered by a rather thick dictionary, Apple Jack turned in frustration, "Would ya watch it up there, Rainbow?"

"No time Apple Jack," Dash responded, "Gotta keep moving!"

Apple Jack grunted and went back to work. On the other side of the room, Pinkie Pie and Fluttershy tag-teamed on a set of shelves. Fluttershy cautiously tipped books out of their resting places, peeking at the covers before placing them back and grabbing the next one. "Gosh, there's so many books here. What happens if we don't find it?"

"We have to Fluttershy." Twilight said from the far end, going through a separate bookshelf with Moon Dancer.

"What do we do with the book once we find it?" Moon Dancer asked, using her magic to skim through dozens of books at time. "We keep it away from Day Breaker, but after that . . ."

"I don't know. We'll have to discuss it with Princess Celestia and Princess Luna." Twilight answered, using the same trick to search through another bookshelf. "Maybe lock it away . . . or destroy it."

Returning from a smaller room, Rarity said, "Not in here."

Twilight was about to instruct Rarity on another portion of the library when Rainbow Dash suddenly called out. "Girls! I think I 've got something here!"

Both Twilight and Moon Dancer dropped their piles of books and raced over to Dash's location. She was up on the top shelf, near the end of a row. Flying up to Dash's level, Twilight stared into a small compartment in the wall, previously hidden behind a series of encyclopedias. The outline around the compartment was enough to catch Dash's attention, and a round peephole on the end allowed enough light into the compartment to show that at the very least, it wasn't empty.

"What is it?" Moon Dancer asked eagerly from below. "Is it the book?"

"I'm not sure." Twilight said, and using her magic, she thrust open the compartment. Then, without hesitation, Twilight added, "We found it."

Inside the compartment, red felt softened the walls. The book itself, was bound in a thick, black leather. Golden dragon claws clamped around the corners of the hard cover. In the center, in thick white paint, rested the dragon's eye symbol that Moon Dancer had drew on the ground only a few minutes prior. Dust had settled over the book, staling the color of the red tipped pages.

Pulling it off its pedestal with her magic, Twilight lowered herself so that Moon Dancer could see it.

All Moon Dancer needed was one glance. "This is it." She said, and she flipped through the book. Some of the spells had been written in ancient Equestrian, a language all but lost to the sands of time. "So much in here. Twilight, look at this."

The princess stepped over briefly, her friends also gathering around. "The spells in here . . . are so advanced. Some of them . . ." Moon Dancer said, her eyes widening in horror, "are for torture . . ." Moon Dancer trembled at the thought as she closed the book back up, unable to read anymore. "We can't let Day Breaker get her hooves on this."

Twilight, taking the book from her friend, said, "We won't." And turning towards the exit, she said, "Let's get out of here."

The girls galloped silently out of the castle. Leading the way, Twilight felt sweat trickling down her brow as they rushed down the stairs. Glancing overhead, she saw Rainbow Dash gliding on ahead towards the exit. _We've got the book. We've got the elements. Now to get Moon Dancer to safety and defeat Day Breaker._ Twilight thought to herself, mentally checking off the items as they were completed. This nightmare was almost over. She watched as Rainbow Dash did a couple twirls through the air and disappeared through a corridor further down the hall. "Wait up Dash!" Twilight called out to no avail. She didn't want them being separated.

"Everything alright?" Moon Dancer asked, galloping alongside her friend.

"Yeah . . . it's just, I'm ready for this all to be over."

"You and me both."

Twilight smiled back at her friend. "Yeah, well . . . we couldn't have done it without you. Thank you, Moon Dancer."

"No problem. It was kind of nice helping Princess Twilight save the world; if not a bit terrifying. It'll make a good story though."

Twilight giggled a bit, "I'll be happy to dictate parts you may have missed, once we get this all wrapped up of course." Glancing ahead, Twilight saw they were coming upon the exit, but no Rainbow Dash. "Rainbow Dash!" She called out again, frustrated with her friend's impatience.

As Twilight and the others exited the castle, they heard Rainbow Dash's voice. "Stopppp!"

Twilight and the others came to a screeching halt in their galloping when the they saw what Dash was screaming about. The entirety of the castle, and some of its grounds had been incased in a ring of fire. The blaze climbed up over the treetops and closed in around the castle like a dome. The fire, thick with smoke, had ignited some of the bushes and grass pressing up against it.

Twilight pressed the book tightly against her chest as she stared up at the figure hovering over them.

Day Breaker smiled, barring her fangs as she watched the girls. She couldn't help but let out a laugh as they cowered below. "Well hello there girls." She said, slowly lowering herself to the ground. Her mane and tail burned with excitement as Rainbow Dash backed away, joining the gang as she grew closer.

"I must say, I do appreciate you all coming down here and retrieving my little book. I would've hated to dirty my beautiful little hooves over it." Letting her hooves touch ground, Day Breaker started walking towards the girls, causing them to instinctively back away, "Hand it over."

"No." Twilight said, shaking in fear. "We'll never let you have it!"

"Oh Princess Twilight," Day Breaker said mockingly, "I'm afraid it's already mine." With a swift movement of her head, Day Breaker fired off a large hot beam of fire from her horn.

With no time to move, Twilight winced her eyes shut. Better the book be destroyed than to fall into that creature's hooves. When the fire hit, Twilight had expected searing, burning pain, but there was none; only cool air gently brushing against her cheeks. When she opened her eyes, she found Moon Dancer right beside her, emitting a magical barrier to protect them.

"What are you doing spacing out? We have to stop her don't we" Moon Dancer shouted, looking over to her friend.

"Y-You're right. I'm sorry Moon Dancer." Twilight said, "I'm not sure what came over me." Using her magic to assist, Twilight helped extinguish the beam of fire. She smiled to an angry Day Breaker and said, "We will stop you! And we will rescue Princess Celestia!"

"Try me." Day Breaker growled and fired another beam, not of fire, but of pure, radiated magic at the girls.

Twilight quickly whipped up a protection spell of her own. When the blast hit, it created a shockwave that shook the grounds. Shingles and sections of rock tumbled away from the remains of the castle. Twilight dug her hooves into the ground as the blast began pushing her backwards, her friends gathering behind her to hold her in place.

Even when Moon Dancer used her magic to assist with stopping the blast, Twilight could feel the beam breaking through. It began to tear at her barrier like paper. She could hear Day Breaker laughing from behind the roar of the magic. _I have to get Moon Dancer out of her._ Twilight thought to herself. They couldn't hold this much longer.

Suddenly, Pinkie Pie rushed out to the side, and pulling out her party cannon, she fired off an explosion of streamers, confetti, and cloth at Day Breaker. The surprise attack threw Day Breaker off her aim and her beam of magic veered wide off course, ripping through part of the Cast of the Two Sisters, causing an avalanche of stone and other debris.

The girls scattered as Day Breaker herself had to retreat from the collapsing structure. When the dust had finally settled, she quickly realized she'd lost sight of the girls in the confusion. "Princess Twilight!" Day Breaker exclaimed, knowing they still had to be here as her barrier remained, "Show yourself, and hand me that book! It'll be better for you . . . and your friends, if you do!"

Huddled behind the collapsed castle roof, Twilight held a hoof to her mouth, shushing her friends. "Good work Pinkie!" She whispered. The pink pony saluted her in return, hugging that wonderful little cannon.

"What are we gonna do?" Apple Jack asked silently, "We can't hide here forever!"

"I know." Twilight answered back, stopping as Day Breaker hovered overhead. She watched through cracks as the monster scanned the area for them. It seemed for a minute that Day Breaker saw them through the cracks, but then cursing she entered into the remains of the castle, blasting away at anything that moved.

Looking to Moon Dancer, Twilight quickly said, "Here, take the book." And she pushed the text up against her friend. Before Moon Dancer could respond, Twilight said, "Get out of here! You have to get this to Princess Luna. We'll handle Day Breaker."

"Twilight, I won't leave you!"

"You have to!" Twilight commanded, "Don't worry, we have the Elements of Harmony. Once we know you're safe, we'll finish this battle off and join you."

"Twilight!" Day Breaker's voice screamed from nearby, "Show yourself! I won't be asking again!"

Twilight turned to Moon Dancer, "I'll distract her. When you get the chance, you run." Moon Dancer was about to argue, but Twilight cut her off, "please, you have to do this."

Moon Dancer finally nodded and Twilight hugged her friend. "Good luck." She said.

Twilight heard her name again and she rushed out from beneath the rubble. "I'm here Day Breaker! What do you want?" She said.

"You know exactly what I want," Day Breaker answered through grit teeth.

"I-I lost it during the collapse. I don't know where it is."

"You liar," Day Breaker said, and fired off another hot beam of magic at Twilight. Once again, Twilight created another protective barrier. When the beam hit, she again felt her body being pushed back by the force of the spell. But, she could not allow Day Breaker to win. Feeling sweat dripping down her body from the heat, Twilight groaned as she pushed out more magic, making the orb of energy grow, fanning out towards the edge of the barrier.

Day Breaker watched as Twilight expulsed so much magic. She laughed at the princess' futile attempt. Then, looking closer, she saw Moon Dancer making a break for it within the bubble, with the book. Day Breaker screamed in anger, and ending her magical beam, she charged down at Moon Dancer. Her hooves lit up with fire and she easily ripped through Twilight's barrier, the resulting recoil tossing Twilight back into the rubble. "You worthless little ponies think you can run?!" She cried out, watching as Moon Dancer stopped in horror, glancing up at the approaching Day Breaker.

Rainbow Dash and Fluttershy burst from below, catching the fuming creature. They slammed her into a nearby tree. "Go!" Rainbow Dash cried out, and Moon Dancer, using her magic drew up a protection spell for herself as she exited the fiery dome and ran out of sight.

"NO!" Day Breaker screamed, and she swung a hoof down, tossing Fluttershy to the ground like a rag doll. Rainbow Dash, not going down so easily, held on. Growling, Day Breaker curled up and released a blazing pulse of fire.

When the pulse swept through Rainbow Dash, the Pegasus screamed in pain, the fur on her hooves scorched. She couldn't hang on and was thrust back down to the earth.

"Rainbow!" Apple Jack cried out. Rushing to her friend's aide, Apple Jack barely managed to get under the falling Pegasus, and somehow caught Rainbow Dash on her back. Her body smoking from the heat, Rainbow Dash struggled to retain consciousness. The pain ripped through her body, and Dash could hardly move.

"T-Thanks," she muttered to Apple Jack.

"Yeah . . . well don't thank me yet!" Apple Jack called out as she leaped out of the way from a fresh breath of fire.

Twilight flung herself into the air, having had enough of this long-range combat. _We have to end this._ She thought to herself. Lighting up her horn, Twilight fired off a powerful explosion of magic. Her beam found its mark square on the chest of the distracted Day Breaker. Day Breaker disappeared in an explosion of sparks and fire. A cloud of smoke lingered above as Twilight heard her friends cheering.

"Way to go Twilight!" Rainbow Dash shouted, having finally stepped off Apple Jack's back.

"That ought to show her!" Rarity added to the praises.

Pinkie Pie's party cannon fired off a victorious burst of confetti and Twilight turned on them, "Get your elements ready. We haven't beaten her yet!"

"She's right. Come on girls!" Apple Jack commanded.

Twilight turned towards the cloud of smoke. It had dispersed, revealing an empty sky. Quickly glancing about, Twilight said, "Any-pony see where she went?" Her eyes darted to and from each corner of the fiery barrier that surrounded them.

"Twilight . . ." came Celestia's faint voice. And it was Celestia's voice, not Day Breaker's. "You have to get out of here!" Her voice was dying, growing weaker by the second.

"Princess Celestia!" Twilight cried out, flying up higher into the sky, hoping to see where she'd gone. "Where are you?" She screamed, taking in deep breaths.

Silence filled the dome as every-pony glanced around. The voice had not been just in Twilight's head. They'd all heard it. The looks on her friends' faces were enough to convince Twilight. She glided over the remains of the castle, searching for any signs of movement. "Keep fighting her Princess Celestia! You can't give up!" Twilight begged, waiting to hear the princess' voice again.

"Any-pony see her?"

"No, we haven't . . ." Apple Jack started, but stopped as she saw Day Breaker shoot out from behind the castle like a steam engine. "Twilight, watch out!"

But the princess was unable to get out of the way. Day Breaker slammed Twilight into a nearby tree and pressed her face right up against the young mare's. She laughed in Twilight's face, watching as her prey uselessly tried to escape. "Oh, how I've waited for this day." Day Breaker hissed. She could hear the princess' friends yelling from below. "You know I thought I'd made it when I entered that poor little Moon Dancer of yours, but I have to admit, I'm glad you kicked me out. She was by far the weakest pony I've seen."

Struggling under the clutches of Day Breaker, Twilight kicked and squirmed, but Day Breaker's grip did not loosen. "You're wrong. She's incredibly strong. It's because of her that we found your book. It's because of her that you'll be defeated." Twilight said, "Celestia will . . ."

The mention of that princess' name infuriated Day Breaker as she used her magic to bounce Twilight's head against the tree, making her body flail about.

Rainbow Dash cried out as both she and Fluttershy again flew up to Day Breaker. The alicorn had been ready though this time around and quickly flung her head around, firing a beam of magic that sprouted a new wall of flame between them. "Sorry girls, this is private." She said smiling, "but don't worry, you'll get your turn."

When she turned to again face Twilight, Day Breaker was instead met with blast of magic to her face. She flew back from the impact, crying about as Twilight said, "You mess with one of us, you mess with all of us!" Before Day Breaker could fully recoup from the blast, Twilight shouted, "Girls, you know what to do!"

"You betcha!" Rainbow Dash exclaimed.

"I thought you'd never ask!" Rarity chirped in.

"I think we're all ready for the ole Celestia back!" Apple Jack shouted.

"Us too!" Pinkie Pie said, grabbing Fluttershy and jumping into the air with the rather surprised Pegasus.

Feeling her tiara starting to glow, Twilight allowed the magical energy to flow about her body. She could feel the magic merging with that of her friends. The energy coursed between them as Rainbow Dash, Rarity, Fluttershy, Apple Jack, and Pinkie Pie all hovered into the air with the help of the Elements' powers. Their bodies glowed in unison as Twilight exclaimed, "Day Breaker! You will terrorize Equestria no more! And you will free Princess Celestia from the hold you have on her."

"This isn't the end, Twilight!" Day Breaker cried out. The magic starting to swirl around her. In desperation, she fired off a powerful magical beam of fire at the girls. It disintegrated upon impact. She backed away, cursing them all, "NO! I will not go down like this! Not when I'm so close!"

A sudden blast of magic from behind blew into Apple Jack. The force of the impact flung her across the grounds and into some shrubbery below. The girls stopped as their magic from the elements vanished, and Pinkie Pie and Rarity fell back to the ground with a hard thump. Twilight stared in shock as Apple Jack's body slumped against a tree, motionless. She turned furiously to the source of the blast and opened her mouth in shock, "No! It can't be."

"Oh, but it is." Queen Chrysalis laughed, her body swaying from side to side as she closed the gap between the girls. "And that's not all." Using her magic, Chrysalis pulled something out from behind her, a book. It was a very familiar book. It was the book that Moon Dancer had ran off with a short while ago.

"How did you . . .?"

"Get this?" Chrysalis mockingly asked, "Why, a sweet little pony just happened to be running off with it. She was very kind in handing it over." Then Chrysalis stopped, and licked her lips as she added, "mmmm and her love for her friends was exceptionally delicious."

"Moon Dancer . . ." Twilight whispered. Shaking with anger, Twilight charged Queen Chrysalis. It was a stupid idea. She knew it. Her friends knew it as they screamed at her; but she could take no more. Her horn glowed in fury, her eyes lowered as Twilight charged full force at the queen of the changelings.

Queen Chrysalis smiled, licking her lips as she tracked Twilight's movements. Narrowing her eyes, Chrysalis stepped out of the way at the last second, using her magic to uppercut Twilight with the book. The impact flung Twilight briefly into the air. She landed with a crack onto her back. Stepping over Twilight, Chrysalis pined the princess' front hooves to the ground. "After all this time, is that what you've got left?" She asked mockingly.

"Chrysalis!" Day Breaker shouted impatiently. When the queen glanced up, Day Breaker held out a hoof, "The book!"

Rolling her eyes, Chrysalis muttered, "As you wish." And using her magic, tossed the book up to Day Breaker.

Day Breaker caught the book, but her body shifted as Celestia fought for control. "Twilight . . ." her voice seeped through the evil entity, "the elements . . . the elements can still . . ." and then as quickly as it had come, Celestia was gone again. Day Breaker had regained control as she pressed a hoof to her head, wincing in pain. "That's just about enough out of you!" She growled. Then opening up the book, she began to read aloud a spell.

 _No._ Twilight thought to herself. _This can't be happening._ She tried to struggle out from Chrysalis' grasp, but the queen held her down tight.

Day Breaker's voice echoed over the grounds as a dark cloud began to form overhead, swirling around the possessed princess. "Thou which hast no body, but only spirit. Grant thou dominion over thy mind and body." As she spoke, a foul wind spun up around Day Breaker. It came from all directions, extinguishing the fiery dome that had surrounded the girls. Rumbles of thunder lit up the growing clouds, and even Chrysalis gazed up at the spectacle above.

"Put to rest that which resides within. Pull from thine magic, from thine life force, and present unto me that which I may nurture, wield, and own. For this I beseech you, oh great majesties of Equestria."

The spell finished, a lightning bolt struck down onto Day Breaker, lighting up the sky with a bloody violet streak. Striking through her body, the ground collapsed into a pit where the bolt touched down. Day Breaker cried out as the book vanished from her hooves. Even Chrysalis stepped off Twilight and backed away from the scene as the black clouds funneled down into Day Breaker, engulfing her.

Tears streaming down her face, Twilight rolled onto her hooves and rushed over to her friends. "Are you okay?!" She cried out, pressing against Apple Jack and the others. "Is any pony hurt?"

"We're fine Twilight." Rarity said, as Apple Jack was still quite weak. "What about you . . ."

"I'm okay. I'm okay." Twilight said, not even waiting for Rarity to finish. "We have to hurry. We can still stop this."

A silence slowly crept into the air as the storm faded away. Day Breaker, hovering in bright golden armor came down upon the girls. "You'd be wise to surrender Twilight. It's over." She said, barring a sadistic smile. "Celestia will no longer get in my way. I can't even feel her inside me anymore. It's like she's gone."

Day Breaker threw her head back and laughed. Quickly taking advantage, Twilight shut her eyes and with all her magic, fired a raging blast of energy at Day Breaker. The hot beam almost burning her horn with its intensity.

Not batting an eye, Day Breaker swung her wing at the magic. Easily deflecting Twilight's beam, she sent it hurtling back into the castle ruins. The following explosion caused the rest of the castle to collapse into itself. A loud roar of rock smashing against stone shook the ground, lifting clouds of dust into the air.

"My turn." She said. Her horn glowed, fire spiraled up the horn like a snake. When it had reached the tip, Day Breaker tossed her head back and shot a blast of liquid fire onto the girls.

Quickly, Twilight used her magic to create a barrier around her and her friends. She cried out as the magma-like fire consumed her barrier. Panting under the heat, she glanced to her friends, seeing them sweating and losing air under the fire. Apple Jack especially was under stress. _We're not dying here._ Twilight said to herself and closing her eyes, she grit her teeth and taking in a deep breath, pushed all of the magic she had into pushing Day Breaker's attack away. To Twilight's surprise, it worked. The fire dissipated and her lungs filled with fresh air.

Seeing her enemy was just as shocked as herself that it had worked, Twilight quickly fired another shot of magic towards Day Breaker. The possessed pony returned fire with her own blast of magic. Their beams met somewhere in-between, sparking and crackling, pushing against each other. The strain on Twilight was so great, she could feel herself being pushed back.

Twilight fought back tears she dug her hooves into the ground. This wasn't over. She wasn't going to let this be over. There was still time. _We can still save Princess Celestia. We still have the Elements of Harmony._ Twilight consoled herself. She gulped, releasing a moan as Day Breaker's magic pressed down closer to her.

Stepping in, Rarity fired as much magic as she could to help Twilight. "You're not doing this alone." She said, and Twilight smiled, blinking out the tears as they both worked to push Day Breaker's magic back onto her. With their friends cheering, Twilight and Rarity could feel their combined efforts working. They could hear Day Breaker's curses as their magic grew closer to blowing her out of the sky.

Suddenly, something changed. The force of magic they were fighting doubled and Twilight and Rarity suddenly felt the energy slowly slipping down back at them. "W-What's going on?" Twilight asked under the sparks.

"You girls weren't really going to forget about me, were you?" Queen Chrysalis cried out. Her magic mixed with Day Breaker's and thrusted down against the ponies.

Twilight looked up at hearing the queen's voice. She saw her and Rarity's magic weakening under the additional pressure. This wasn't going to work. She knew it. Glancing to Rarity, Twilight said, "I'm sorry Rarity," and before her friend could respond, Twilight shoved the unicorn out of the way. With her spell broken, Day Breaker's and Chrysalis' magic fell upon Twilight in an explosion of magical energy. Her body was tossed through the air, landing thirty feet away from her friends.

"Twilight!" they collectively yelled, but before they could get there, Chrysalis had landed next to the princess.

Glancing down at her fallen enemy, Chrysalis gazed down at the golden tiara which had rolled off Twilight's head. She smiled, lifting it up with her magic. The Element of Magic fizzled at being touched by Chrysalis' magic, but she only laughed as she said, "It looks as though Equestria will have a new princess; one who is far more deserving of the royal title."

Landing next to Chrysalis, Day Breaker smiled as Twilight rolled over in pain, squinting her eyes open. "Well, well, well princess; look what has happened to you." She said, and leaning in, Day Breaker whispered to Twilight, "Now I know what you're thinking Twilight Sparkle, oh yes I do. You're thinking if you can get your Element of Harmony back, maybe you can still win. Or, perhaps you'll run back into that castle and retrieve that mischievous little book that caused all of this." Day Breaker tilted her head back a bit and muttered something unintelligible. Suddenly, the book reappeared right before her.

"You . . . you know the spell? H-How?"

Day Breaker couldn't help but smile as she nodded her head. "Yes Twilight, I know the spell." Then, with a quick glance to the book, Day Breaker used her magic and engulfed it in flames. She laughed as she threw the smoldering pile of ash onto the ground next to Twilight. Then, igniting her horn for one final blast of magic, Day Breaker said with some pleasure, "And now Twilight Sparkle, it's your turn."

A sudden blast from behind got the attention of both Chrysalis and Day Breaker. They turned, and found Princess Luna rushing them with a squad of guards. Though Luna's legs were still damaged and bruised, she managed to lead her small army by air. "The girls!" She cried out to the guards below her, "Get them out of here!"

Luna's heart broke at seeing the state of Twilight and her friends. She should have come here sooner. She should have never let Twilight and the others go without her. They were even missing one. Moon Dancer was long since gone from the group. _This is my fault. All of it._ Luna allowed a single tear to drop from her eyes before quickly firing a blast of magic to chase away Day Breaker and Chrysalis. "Hurry!" She cried to her guards.

Twilight glanced up in surprise at the sudden rescue. She stared over at her friends who were already being swept away by fifteen or so earth ponies. Then glancing up, she stared into the eyes of her own rescuer. "Shining Armor?!"

"Come on Twilight! Let's get you out of here!" Her brother said, and he lifted her onto his shoulders. He knew he didn't have much time as he could hear Luna battling both Chrysalis and Day Breaker overhead.

Once Shining Armor had his sister in tow, he turned to his guards and shouted, "All units retreat to Ponyville!"

As quickly as they had arrived the soldiers made for the forest, leaving Luna behind. When Twilight saw this, she struggled against her brother. "W-Wait! We have to go back! We can help Luna!" Though she struggled, her body was weak, and Twilight found herself drifting in and out of consciousness as she squirmed.

A sudden explosion rocked the ground they galloped on and when Twilight glanced back at the fading battle, she only managed a glimpse of Chrysalis sucking out Luna's love. "L-Luna . . ." Twilight called out, her body starting to go limp.

Twilight blinked, her vision getting hazy. She tried to yell at her brother, to command him to go back. But her voice wouldn't come. She reached out towards Luna, but the princess was now gone. Even Chrysalis and Day Breaker had vanished. "Please Shining Armor . . ." Twilight whispered, her eyes growing heavy. "We have to . . ." But she never finished her sentence. She passed out from both fatigue and injury as Shining Armor and his squad carried Twilight and her friends to the safety of Ponyville.


	7. Chapter 7

Wow! This chapter turned out much longer than I had expected it to! But I'm thrilled to finally have it done and up for everyone to read. After the events of chapter 6, we have to slow down a bit and catch our breaths. So we'll see a number of things happening here. Mainly, we're seeing the result of Day Breaker and Chrysalis teaming up and how that is going to impact Ponyville for the foreseeable future. I don't want to give anything away because, well the chapter is right here for you to read, and I am very much looking forward to writing the future chapters as well. :) So with all that being said, I hope you all enjoy Chapter 7. And if you can, please leave a review and tell me what you think so far. Thank you so much!

* * *

 **Chapter 7**

Twilight stood in her castle, in her room, staring out the window. She stared out over Ponyville, catching the occasional shimmer of her brother's protective barrier. This couldn't be happening. This just couldn't. Princess Celestia and Princess Luna were stronger than this. Twilight was stronger than this. Her friends were stronger than this. How could they let this happen? How could any of this happen?

Grabbing the friendship journal from her nightstand, Twilight flung it across the room with her magic. What the hell was she supposed to do? She'd lost Celestia, probably lost Luna. She lost her Element of Harmony. She lost Moon Dancer. Her friend, was she even alive?

Twilight pressed a hoof to her cheek, staring at the book that lay crumpled on her floor. A number of loose papers had spilled out around the book.

A soft knock patted against her door. "Twilight? Mind if we come in?" Came AJ's voice.

"Sure." She replied flatly.

The door creaking open, Apple Jack and the others filed in. Twilight hadn't even bothered to look at them. She merely gazed back out the window, only aware that her room had filled up with five more ponies.

The room again filled with silence. Only this time, it was an awkward silence. Twilight hadn't particularly felt like speaking to any-pony, so she didn't bother responding. She could feel her friends fidgeting behind her though. They obviously were trying to find the right words to console her, to comfort her. There were none. She knew it. They had to know it too. Not much to say after utterly failing Equestria.

Finally, Fluttershy worked up the courage to step over to Twilight, and placing a hoof around her friend's back, hugged Twilight. She didn't say a word. She didn't smile. She couldn't. She just hugged her friend.

Twilight neither fought the hug, nor returned it. She simply allowed it. She closed her eyes, and felt tears leaking down her cheeks. Taking a deep breath, she whimpered. She could still see Luna being attacked by both Day Breaker and Queen Chrysalis. She could see Celestia trapped in her own body; and Luna being sucked dry by the changelings.

Gulping, Twilight finally broke down, and began to cry. She leaned against Fluttershy, and wrapped her hooves around the Pegasus for support. Her body quaked and her legs trembled. Her stomach lurched and Twilight felt as though she would throw up. She felt sick. She felt so . . .

Pushing Fluttershy away, Twilight knew she was going throw up. Sure enough, Fluttershy stepped aside just as Twilight emptied her stomach onto the floor. It'd been too much for her to handle. Just too much. She wanted to wake up. She needed to wake up from this nightmare. Everything needed to stop.

"Darling," Rarity whispered, "Let me grab a towel and clean that up for you."

Weakly, Twilight nodded her thanks. She must have looked quite pitiful to her friends in this state. Glancing over to them, she expected faces of disgust or disappointment. She'd failed them, all of them.

When Twilight did look at her friends, she saw looks of concern, worry, and love. She sniffled again and watched shamefully when Rarity, the pony of extravagance and beauty, had returned and proceeded to clean up her mess. "T-Thank you." Twilight said weakly, her voice shaking a bit. "You should really let me . . ."

"Oh nonsense." Rarity chirped back, "You are in no state to be doing anything." Then turning to Twilight, Rarity smiled and said, "We're your friends Twilight. We're here for you."

Twilight stared around. Rarity was right. They were all here. Despite what had happened, every-pony was here. Fluttershy had stepped back a few paces when Twilight had lost her lunch, but was just as concerned as Rarity. Rainbow Dash, Pinkie Pie, and Apple Jack were all huddled together, worried about her. Spike was even peering in from the doorway, shock covering his face.

"Here darling, you better wipe your face." Rarity whispered with a smile. "You got a little . . . on your lip."

"Huh?" And realizing what she meant, Twilight used her magic to grab the extra towel and quickly wipe her face, feeling her cheeks turn a bit red.

After everything was cleaned up, Twilight said, "Thank you every-pony. I don't know what to say . . . except that I'm sorry. I failed you all." Plopping down on the floor, Twilight bowed her head, "It was my duty as princess to make sure Day Breaker was stopped. Not only did we fail, but I lost my Element of Harmony on top of it."

"Don't worry about that sugar-cube," Apple Jack said, approaching Twilight and sitting next to her, "We'll get it back."

"And then we'll bust into Canterlot and show that Day Breaker who's boss!" Rainbow Dash excitedly exclaimed, throwing a hoof into the air.

Bouncing up and down, Pinkie Pie playfully added, "And then they'll be cake, and ice cream, and candy, and cookies, and . . ."

Rarity placed a hoof to Pinkie's mouth and said, "I think we get the idea."

"Thanks girls," Twilight said, truly appreciative of her friends. "But, it's not just that. Moon Dancer is out there too. I not only failed Princess Celestia and Princess Luna, but I failed Moon Dancer."

A moment of silence fell upon the girls. It was brief, but before any-pony could speak, another knock rose from behind Twilight's door. "Y-Yes?" She asked.

"It's me, Shining Armor." Came her brother's voice.

"Oh," and Twilight used her magic to open the door, letting her brother into her room.

Shining Armor looked over to Twilight and her friends. Then, smiling at them, he said, "I'm glad you're all alright. We were really worried about you, especially you Twilight." Twilight chose to remain silent at this comment, and only nodded her head. Understanding how his sister must be feeling, Shining Armor turned to the others and said, "Girls, I hate to do this to you, but would you mind stepping outside for a minute? I need a moment with my sister."

The girls nodded in understanding. They filed out one by one, until only Twilight and her brother remained in the room. The two stared at each other, neither one able to speak. Twilight remained seated, softly flicking her tail against the floor.

"How are you feeling?" Shining Armor broke the silence, "You were out for a whole day. We're lucky your injuries were just minor . . ."

"Was there no way to help Princess Luna," Twilight asked. She hardly cared about her own physical condition. As far as she was concerned, she was just fine. Even though her friends had tried to cheer her up, this nagging itch in the back of her head still screamed at her for leaving a fellow princess behind. "Were we really that useless?"

Shining Armor bit his lip. He knew walking into this room that he'd be questioned like this. Twilight was on point as always. "I'm sorry Twilight. We didn't have a choice." He said with some finality, "I tried to convince her to stay in Canterlot, I really did. But . . . then the changelings came."

"What?" Twilight asked, speechless.

Nodding, her brother continued, "Hundreds of them fell upon Canterlot, all at once. Ponies panicked, running through the streets." Shining Armor stopped and stepped towards the window, glancing out at his soldiers patrolling the streets of Ponyville, "Our original plan was to bring you and your friends back to Canterlot where you and Princess Luna could devise a strategy to stop Day Breaker. But when the changelings came, we had to get her out of there. She didn't have the strength to fight them off, and I didn't have time to cast my barrier spell."

"But that can't be," Twilight argued, "The changelings shared their love. They changed . . . They reformed. Because of Thorax, we were able to make the changelings allies." Twilight finished, joining her brother at the window. "I know there might've been some rogues but . . ." Twilight's voice trailed off.

Silence was Shining Armor's response. He was well aware of the events that had led up to the changelings becoming their allies. "I don't know if Chrysalis changed them back . . ."

"Where's the rest of your colts?" Twilight asked, staring out over Ponyville. From what she could see, the number of soldiers patrolling the grounds were far less than what she remembered. Her view was limited of course due to surrounding buildings, but still, this couldn't have been all of them.

"Many were attacked trying to help other ponies escape. The colts you see here are the only ones we have left. I couldn't even tell you what became of the others. I managed to bring with a few Pegasus, but not many. The rest that I have are setting up checkpoints along the barrier."

Twilight understood now why they quickly retreated after the rescue. Shining Armor couldn't afford to lose any more of his soldiers. Mounting an offensive against both Day Breaker and Queen Chrysalis would have been suicide. Of course, if she hadn't lost her Element of Harmony, then maybe things would be different. "Still . . ." Twilight said finally, "this doesn't excuse us from abandoning Princess Luna and Princess Celestia. What will we do without them? How will we protect every-pony in Ponyville? And Canterlot, and . . ."

"I believe that will be your job."

"Me?" Twilight said, astounded, "B-But I can't suddenly . . . What about Princess Cadence?"

"Princess Cadence will be doing the exact same thing we are. I've already had Spike update her on what's happening here. With everything that's happened, we can't count on her support right now."

Twilight stepped away from the window, looking about her room at all the books, neatly ordered and sorted by topic, by title. "I'm not Princess Luna, or Princess Celestia."

Understanding exactly how his sister felt, Shining Armor stepped over to her side, and placed a hoof around her. "But, you are a princess." He said calmly. "And truth be told, I'm just as terrified as you are about this whole thing. Maybe even more."

Twilight let out a sarcastic chuckle, "you really think I'll do that bad?"

Shining Armor smiled at his sister. "No, of course not. You're going to do just fine." Then taking a deep breath, he said, "I'm scared because I know Day Breaker and Queen Chrysalis are going to be after you now. They are going to do whatever it takes to get their hooves on you. And the only-pony standing between them and you, is me." Hugging his sister, Shining Armor finished, "I'm terrified of what will happen to you if I fail."

Twilight nodded, holding back a couple of tears that wanted to leak out. She understood her position, understood his position. She just didn't want things to come to this. "I understand."

"Good" Shining Armor said, stepping away from his sister. Moving so that he stood in front of Twilight, he said, "Remember that none of this is your fault. You did everything you could to stop it." Before Twilight could interject, Shining Armor continued, "But, what happens from here on out will be your responsibility."

Twilight simply nodded her head. She didn't have a choice in the matter. She was a princess of Equestria. This was her duty. As much as she didn't want this responsibility, not like this, she had to accept it. The ponies out there would be looking for her to guide them through this nightmare. They needed her.

"I'm going to head out now and check on my colts." Shining Armor said, "Take your time. Sort yourself out. Because when you do come out, I can't be your brother."

"What are you talking about? You'll always be my big brother."

"Yes, but once I leave this room, and until all of this is over, you will become my Princess. You will not be my little sister. I will do everything in my power to protect you and serve you. As captain of the royal guard, that is my duty." Shining Armor said, moving towards the door. "Just as your duty is now to care for the ponies of Equestria."

Twilight let out a long sigh. She simply nodded her head. Her brother gave one last smile, and then stepped out of the room.

Twilight glanced about her empty room. Things were changing all around her. The world, for all intents and purposes, had ended. The well-being of every-pony was now in her hooves. Her friends were now so far detached from what she needed to care about, that it scared her. They had always come first. Apple Jack, Rarity, Pinkie Pie, Fluttershy, and Rainbow Dash; they were always there for her.

"How could all of this happen?" She whispered to herself as she stepped through her room. "How can I lead Equestria?"

A box off in the corner caught Twilight's eye. She trotted past her bed and over to the cardboard box. Pulling it out, Twilight opened up the folded sides and peered inside. Extra decorations from Maud's party filled the box to the brim. Streamers and whistles, balloons and banners, assortments of strangely shaped objects filled every nook and cranny of the box. Twilight sniffled. This party would never happen. It was just out of the question. The girls had worked so hard to bring the castle to life for Maud, and now she'd never see it.

Then a new fear crept into Twilight's head. Where was Maud anyway? She's not in Ponyville. The train that would have carried her into town wasn't expected for another couple of days. She could be at home . . . or not. Twilight shoved the box away, knowing she'd be staring at the decorations in the main hall once she stepped out. _Pinkie Pie is probably already dealing with them. Poor Pinkie. She probably doesn't know how Maud or her family is doing._

Twilight's mind then drifted to thoughts of the others. Rainbow Dash had worked for years to become a Wonderbolt. Would she ever fly with them again? Rarity had her boutique that she'd been so proud of, not to mention the multiple locations. Twilight always loved stepping into the parlor, just to catch a glimpse of what Rarity was working on next. Of course, she loved watching Spike's reactions to Rarity just as much. Then of course were the barn raisings of the Apple family, the nature walks with Fluttershy, and of course Pinkie's many, many other parties. Ponyville, no Equestria, had been filled with so much magic. So many dreams and wishes had been brought to life since Twilight had first arrive in Ponyville.

That was it. Twilight knew it. This is what being a princess was about. _Those days are not over. We'll fight past this. We'll win, and those days will come back._ Twilight thought to herself. _I can't let Day Breaker and Queen Chrysalis take this away from me, from Equestria._ She knew what she had to do. It wasn't what she wanted, but if she ever wished to see those peaceful days again, then Twilight Sparkle had to step up and bring Equestria together. Feeling a new sense of determination, her head finally clearing, Twilight trotted out of her room and down to the hall to join every-pony else.

* * *

"What a run-down pile of junk," Queen Chrysalis exclaimed, buzzing through the remainders of Canterlot's castle. "Did you have to destroy the whole castle?" She asked, clearly disgusted with the amount of debris per square inch. Almost every corridor, room, and tower now came with its own crumbling skylight.

"Oh don't be so dramatic Chrysalis" Day Breaker retorted. She'd grown quite weary of the changeling queen's complaining ever since they'd arrived. _That wall is missing. There's a hole in the floor. Does she ever shut-up?_ Day Breaker turned to Chrysalis and said, "It's because of that miserable Luna that so much damage was done. Besides, we've got our own little army of builders right here in Canterlot. Why not put them to good use?"

Queen Chrysalis merely had to glance out the nearest collapsed wall to see her changelings grouping together a sizable number of captured ponies from inside the city. "I suppose a little redecorating is in order. For all the damage you inflicted upon this castle, the gaudy décor is still quite visible."

Day Breaker grinned at the comment. She couldn't help but agree with the queen. The castle was an awful sight to behold. Still, interior design aside, they had much bigger plans to attend to. Princess Luna had somehow given them the slip, and Twilight Sparkle had managed to regroup with her friends in Ponyville. Equestria hadn't been won yet. Still, obtaining the Element of Magic was a win. It meant that Twilight and her gang couldn't just run into Canterlot and blow them into Tartarus. "Castle aside, we have to keep ourselves moving. Don't want any pesky princesses getting the upper-hoof on us."

Before Chrysalis could respond, one of her changelings burst in through an open wall and landed before them. He greeted both Chrysalis and Day Breaker with a loyal bow. Turning to his queen, he excitedly announced, "My queen, we have captured the pony called Moon Dancer. She is in the makeshift holding cell above."

Queen Chrysalis couldn't help but laugh as she said, "Excellent work my changeling!"

"Oh please," Day Breaker rolled her eyes, "even a dog can fetch."

Abruptly dismissing her subject, Queen Chrysalis turned to her nuisance of a partner and said, "With her, we can almost guarantee that Twilight and friends will send out a search party. If we play this right, it might just be our ticket into Ponyville. You may be quick on the draw with magic, but I'm quick with the wit."

Day Breaker's mouth about dropped open. Angrily, she barred her teeth and demanded, "Are you calling me dumb, Chrysalis?!"

Chrysalis had to fight back a laugh. She shook her head aggressively. What a sensitive creature she had teamed up with! "Why of course not! It was you who invited me onto this escapade, was it not?" Day Breaker slowly nodded her head. "Of course it was," Chrysalis affirmed, "It's foolishness to go about conquering Equestria without some proper help. Not when we have the likes of Twilight and friends to deal with."

Bored with the queen's rantings, Day Breaker asked, "Then please do tell, why haven't you cooked this Moon Dancer up for dinner . . . or whatever it is you changelings do?"

Chrysalis couldn't help but chuckle. This was truly an amusing scenario. She just hoped this brute wouldn't end up getting her and her subjects killed. "Information. This little pony will have information relevant to Ponyville."

"And just how do you plan on making her talk?"

A sadistic smile spread over Chrysalis' face. She narrowed her eyes. That part was long since thought of. "Leave that to me. You go ahead and start rebuilding the castle. I'll get us into Ponyville."

With that Chrysalis made her exit. She flew up to the upper floors of the castle, what remained of them. When she reached the corridor that led to Moon Dancer's cage, Chrysalis glanced back out a nearby window and saw Day Breaker already gathering up a herd of ponies for reconstruction. _Dumb ponies actually have brains._ Chrysalis thought to herself. Then calling over a couple of guards, Chrysalis said to them, "Lead me into Moon Dancer's cell as a prisoner, then go about your regular duties until I say." The guards nodded obediently and stepped in front and in back of Chrysalis. As they started moving, Chrysalis changed her form to be that of Twilight Sparkle.

* * *

Moon Dancer rubbed her head as she awoke with an immense throbbing at her temple. She felt dizzy, and staggered to stand on all fours. Her body felt weak, and it took several seconds before her vision cleared enough for her to see. "Where . . . am I?" She asked, finally taking in the iron bars that trapped her in the corner of a fairly large, and dilapidated room.

As Moon Dancer oriented herself, she finally realized where she was. "Canterlot . . . I have to get out here. Find Twilight Sparkle," she said hurriedly. Glancing around, she noticed a few changelings guarding the entrance to the room. They were far enough away, and facing the opposite direction that if she slipped out, they might not notice.

Closing her eyes, Moon Dancer used her magic to conjure up a teleportation spell; just enough to land her outside of the cage. When she poofed out, Moon Dancer flinched open her eyes and glanced around. "What?" She asked, horrified. Her spell hadn't worked. It only managed to teleport her from one end of the cage to the other. "But how? I . . ." Then Moon Dancer saw her. The unicorn dropped open her mouth in shock as the two more guards entered the room.

"No. Twilight! What happened?!" She called out. Her friend's head drooping as the guards ushered her away from the cage's door. Moon Dancer thought briefly of starting a counter-attack, but with Twilight, she didn't want her friend to get hurt.

"In you go Princess," one of the guards said mockingly. "You two will get plenty of quality time together. Until of course our queen gets hungry." And locking the two in, he stepped away from the cage and left with the guard that had assisted him.

"Moon Dancer!" Twilight exclaimed, rushing up to her friend and hugging her. "I'm so glad you're alright. When I saw Chrysalis with that book, I was so worried. I thought I'd never see you again."

Moon Dancer sniffled a bit. She was glad to see her friend too. She hugged Twilight back and said, "What's happened? Where are the others?"

Twilight sat in silence for a moment, her head drooping as she spoke. "After Chrysalis showed up with the book, she and Day Breaker teamed up against us. We didn't have a chance."

"What do you mean? What about the Elements of Harmony?"

Twilight shook her head. "We tried using them, but Chrysalis countered us. If it wasn't for her, we would've stopped Day Breaker. She made off with my Element . . . and Day Breaker used the book."

"But the book disappears after each use. Maybe we can . . ."

"Day Breaker destroyed the book." Twilight blurted out. "It's gone. Unless . . ."

"Unless what?"

Twilight turned to her friend. "The spell Day Breaker used on herself; from what I can tell, it was meant to silence Celestia. But, it seemed to give her more power. Do you think we could somehow undo it . . . even without the book?"

Moon Dancer chuckled. "You're the princess, not me." Silence fell over them as Moon Dancer pondered the idea. While it most likely wasn't possible to reverse the spell, she did remember a number of the spells that were in the book. None of them would help, but if her theory was correct, then . . . "Twilight, there may be a way."

Smiling a bit uncharacteristically, Twilight said, "Tell me."

Moon Dancer hesitated at her friend's strange behavior. She'd never seen such a weird, and eager smile on the princess' face before. Then again, she'd never helped any-pony save the world either, so maybe this was normal? "W-Well, obviously the Elements of Harmony would still work on defeating Day Breaker."

"And if those aren't an option . . ."

"Then . . ." Moon Dancer began, pacing about the cage as she poured over the idea in her head, "many of the spells that were contained in that book were meant for usages over a short period of time. It's reasonable to conclude that if the same is true for the spell Day Breaker used, then its effects may weaken over time."

"And if we get her to use her magic even more, then the spell's effects could vanish even sooner." Twilight said excitedly. Hugging her friend again, she said, "Thanks Moon Dancer! I knew I could count on you!"

Blushing a bit from her friend's over zealousness, Moon Dancer said, "Well no problem Twilight. What are friends for?" Then remembering the cage, she added, "But first thing's first, we need to get out of here first."

When the two ponies broke away from the hug, Twilight wore that strange smile once more. "Don't worry, I've got that all figured out." Twilight's horn lit up, and Moon Dancer stepped back in amazement as a dark, lime green magical aura swirled around Twilight Sparkle. It filled the cage with light, making it hard to look at. Moon Dancer covered her eyes as the magical energy creating gusts of wind that circled around them both. It clawed at the remains of the carpet, tossed small brick fragments against the cell, and kicked up dust into the air.

When everything had finally settled, Moon Dancer opened her eyes and quickly threw herself as far away from Twilight as she could. Her eyes widened in horror as her friend was gone, and in her place, was the leader of the changelings, Queen Chrysalis.

The queen laughed at her beautiful little trick, and was quite pleased with herself for getting some dirt on that nuisance of a partner. "Unfortunately Moon Dancer, you will not be escaping this prison. In fact, I don't think you'll be going anywhere for a long, long time." She hissed, her smile growing as she walked towards the terrified pony.

In a desperate attempt, Moon Dancer fired off a magical beam, to which Chrysalis easily deflected with her own magic. She laughed again at the pathetic attempt and violently shoved her hoof against the unicorn's throat. As Moon Dancer gagged and struggled to breathe, her hooves beat uselessly against Chrysalis' leg. The queen peered into the pupils of her victim and said, "Thanks for tips Moon Dancer. I'll be sure to put them to good use." She began to laugh again as her victim's struggles grew weaker. Then, in one fell swoop, Chrysalis brought Moon Dancer's lips up to her own, and squeezing the pony's body, she drained Moon Dancer of love until her prey had stopped moving.

* * *

"Are you sure you're alright?" Spike asked, a bit relieved when the princess finally stepped into her throne room. They'd been waiting for over an hour, and Spike had started to wonder whether or not Twilight would even come down. It was almost like the previous twenty-four hours all over again. When both Shining Armor and Nurse Redheart had scampered back and forth through the castle. They'd done everything they could to make sure she healed as quickly as possible.

"I think so." Twilight answered as she sat down at her throne. "I don't really have a choice. Without me . . . no, without us, Equestria doesn't stand a chance. With all of you here, I know we can win."

"But what do we do?" Spike again questioned. "We don't have all the elements anymore." Spike said.

Twilight nodded. It still upset her that she had allowed Chrysalis and Day Breaker to run off with hers. Looking around, she could see that her friends all still wore their Elements of Harmony. Perhaps that was for the best. The elements would be safer with their rightful owners.

"You're right." Twilight said, "We don't have them, and we'll need to get mine back . . . eventually." Looking around, Twilight saw all her friends were listening. _Shining Armor must have talked to them after he left._ Twilight thought to herself. _I suppose that makes this official. I'm the ruling princess._ Sighing, Twilight continued, "Our first priority needs to be the safety of every-pony in Ponyville. From what my brother has told me . . . I mean, what Captain Shining Armor has told me, there are changelings out there, lots of them. And they are not reformed."

"How is that possible?" Rainbow Dash blurted out, "those changelings all . . . changed when Starlight and Thorax broke us out of their hive!"

"I don't know. Details are scarce, but maybe we just didn't get all the changelings reformed. They had spread all over Ponyville. Some may have escaped."

"But enough to take on Canterlot?" Apple Jack asked, unconvinced, "I don't mean to doubt you Twilight, but that don't make a lick of sense."

Twilight nodded, completely understanding. "I'm not sure I believe it either." She said. "But it's all I got." Then glancing around, she realized something. Starlight wasn't there. The one pony that might be able to give some information on the matter was absent. "Where is Starlight anyway? She might know something on this."

"Ah . . . about that," Spike said, standing up at the mention of their friend's name. "Before things went . . . well south, umm Starlight left for her village. Sounded like they had wanted her help with something."

The girls started to talk amongst themselves. It truly was terrible timing on Starlight's part. Having another pony with her magical ability would have greatly helped Ponyville's chances. Still, the more Twilight thought about this, maybe it was for the better. "Spike, is Starlight aware of what's going on at all?"

"There hasn't been any word from her, so I would say no?"

"Send one." Twilight instructed. "But tell her to stay put. We don't know what Day Breaker and Queen Chrysalis are planning. If they head north, Starlight is that village's best shot at survival."

"Right away!" Spike exclaimed as he hurried out of the room.

"So . . . what do we do in the meantime?" Apple Jack asked.

"Well, I'm going to meet with Captain Shining Armor, and find out what our situation is. After that, we can start thinking about what our options are."

"Well, we're all here for you." Fluttershy added softly.

Twilight smiled and thanked her friends for being there for her. It meant the world to her that she wouldn't be going into all this along. She just hoped she was up to the task. "We can chat more about this later. The sooner I can get a grasp on things, the better." Twilight said. And getting up from her throne, she headed out the door, to find her brother, the Captain of the Royal Guard.

* * *

Twilight followed her brother out to the edge of his barrier. The first order of business had been to update her with Ponyville's current situation. It wasn't too good. As Shining Armor explained to her, "I have just under eighty soldiers to help protect Ponyville. While that may seem like a lot, when we spread them out, it's only enough to setup a hoof-full of checkpoints with a few left overs for patrolling the streets. We have to be careful not to waste them."

Twilight nodded her head as they followed the barrier towards the hospital. As they walked along the path, a number of soldiers were already defining a checkpoint. They had set about creating trenches, and turning an old tree-house into a make-shift watch-tower. Both Twilight and Shining Armor watched their progress for a few moments. Part of Twilight still couldn't believe this was happening. This wasn't Ponyville to her. Ponyville wasn't supposed to be a war-zone. _But this is exactly why I have to fight . . . to get my Ponyville back._

"While we're not under attack now," Shining Armor continued, "We're prepping for a full-on assault from the changeling army."

"Do we have any estimates on how large Chrysalis' army has become?"

"We don't know." Shining Armor said reluctantly.

Twilight waited, expecting her brother to elaborate. But he didn't. There simply was no explanation, only that they were back.

"Where is Starlight Glimmer anyway?" Shining Armor suddenly asked, "She might be able to help us reform these changelings."

Glancing at the hospital ahead, which a number of guards were moving in and out of, Twilight turned back to her brother. "I'm afraid she left Ponyville just before all this. She went back to her home village for something. I'll try to stay in contact with her."

Then changing the subject, the princess glanced about the barrier and asked, "How long can you keep this thing up?"

"I'll keep it up as long as it takes. But, once the changelings start pounding on it, things will get a lot tougher. That's why we're evacuating the hospital and moving it into Town Hall. When the changelings do start attacking, I may need to shrink the barrier, so that it is easier to maintain."

"And with the hospital on the outer limits of Ponyville, it'd be one of the first to lose protection." Twilight said. Her brother nodded in response. "Is there anything I can do to help?"

"Just organize some volunteers. The more colts that I can be spared, the easier it will be for me to protect Ponyville."

Twilight nodded. "Done. But I'll be needing a few of them."

"For?" Shining Armor asked. He was happy to help the new princess, but he'd also just finished explaining to her that he was short on soldiers. Splitting off any more than necessary could potentially weaken Ponyville's defenses.

"I need a couple of soldiers to go out and search for Moon Dancer."

"Princess Twilight," Shining Armor emphasized, "we don't know where she is. Most likely, she was captured by Queen Chrysalis and Day Breaker."

Twilight nodded. She knew this was a very real possibility, and perhaps even a probability. "We still need to try. Moon Dancer is my friend. More importantly to Ponyville though, she was also the most familiar with the book that Day Breaker used. If there's a way to defeat Day Breaker, Moon Dancer could be our key to ending this quickly."

Nodding his head in agreement, Shining Armor said, "Very well. I'll send out a small detachment of soldiers to search around the grounds of the Castle of the Two Sisters. If they're unable to find anything though, I'll order them to return. We don't know how long it'll be before Chrysalis' forces are banging at our door."

"Thanks, Shining Armor." Twilight said, smiling up to her brother.

* * *

The tour around Ponyville eventually turned back towards the Castle of Friendship. Even though she'd been a citizen of Ponyville for several years now, being shown around the town in such a manner was surreal. It was as if Shining Armor had given her a tour of a far-away country. The buildings and the ponies were familiar, but the atmosphere and presence of a small military added a different air to the town. Ponies wandered in groups, and not a foal was left unaccompanied. Twilight received glances and stares from ponies she knew quite well, like she was an outsider. _They knew what we were doing._ Twilight thought to herself. _They must've realized I have to actually be a princess for them now . . . and not some Ponyville mascot._ But Twilight didn't blame them for judging. That much had to be expected.

When Twilight and Shining Armor did finally reach the castle, they found an unexpected pony standing outside of the castle, waiting for them. It was Apple Jack. She'd been inside at her seat when they had left, but now, she stood nervously at the door. Her hooves rooted to the stairs where her eyes darted from road to road, looking for them. Twilight had only noticed her because Shining Armor had pointed it out from a distance.

"What's with her?" The captain asked.

"I'm not sure. We better find out." Twilight said, and the two trotted back over to the castle.

When Apple Jack spotted the two approaching, she jumped in surprise a bit. She wasn't sure how she'd missed them. Having to ask Twilight as a princess put Apple Jack on edge. She'd been thinking about it ever since her friend had left with Shining Armor. "Alright now Apple Jack, settle on down. She's your friend." Apple Jack said to herself, and even found herself starting to pace back and forth. She must've been quite the sight for the two. It's not that she wanted to ask for assistance. Apple Jack knew very well the position that both Twilight and Shining Armor were in. It's just that, Apple Jack didn't think she could handle this by herself.

"Something wrong?" Twilight asked, reaching her friend. "Why aren't you inside with the others?"

"Well . . . I," Apple Jack pulled off her hat, and wiped at her brow, "The thing is Twilight, I'm worried about my family. They're not here." Before Twilight could respond, Apple Jack continued, "They're still on the farm. Apple Bloom, Big Mac, and Granny Smith . . . I don't even know if they know what's going on."

Stepping in, Shining Armor said, "I'm sorry Apple Jack. I can't extend my barrier to protect your farm. They'll have to come here, and it'll have to be before the changelings start attacking."

"I know that." Apple Jack answered. She'd known deep down that wasn't a possibility. "But . . . I also know they won't wanna leave. Granny Smith, well she's as stubborn as an old mule and Big Mac, well he won't rightly leave the farm without her. And Apple Bloom, well she's just a young-un, but can be just as stubborn as the other two." Letting out a long breath, Apple Jack's voice faltered and she gulped down, looking at the two, "That farm has been in the Apple family for generations. The thought of letting it go now, after all the work we've put into it . . ."

"It really would be safer here," Twilight said.

Apple Jack nodded her head. That much was a fact, an undisputable fact. She glanced down at the Element of Harmony that hung around her neck. She could feel the eyes of both Twilight and Shining Armor upon her. "I know Twilight," She said, "But I can't force my family to leave the orchard. That's our home. Born and raised there, ya know?"

Twilight nodded her head. She understood perfectly what Apple Jack was telling her. "I know ya'll be needing me too . . . what with my element and all. But I can't let my family down neither."

Twilight glanced up to her brother. He was just as conflicted as she. There was not an easy answer to this problem. She hated that this had to be her first big decision in Ponyville. Still, Apple Jack's family meant so much to her. _Maybe there's a way to make this work._ Twilight thought to herself. Turning to her friend, she said, "You're right Apple Jack. Your family needs you."

Turning to her brother, Twilight explained, "We're going to need about six soldiers to accompany Apple Jack to her farm." Twilight saw her brother's immediate concern with the decision, but she continued. "The soldiers will stay on patrol at Sweet Apple Acres and provide the Apple family with any assistance that they require."

Apple Jack, her eyes flooding with tears at the support, exclaimed, "Really? Y-You're sure that's alright?"

Shining Armor flinched at the request. He'd just finished explaining to Twilight, only minutes ago, the stretched resources he was already working with. Now, she wanted to stretch them further by trying to rescue Moon Dancer, and protecting a farm. Leaning in, Shining Armor whispered to Twilight, "Princess, we can't stretch our resources too thin. We need those soldiers."

"Apple Jack needs them too." Twilight whispered to her brother and then said to her friend, "Of course it's alright. And if we need you for anything, then we'll let you know as soon as we can."

Unable to contain herself, Apple Jack thrust her hooves around Twilight and hugged her friend. She'd been worrying over this nonstop. Ever since they'd entered Ponyville, she'd been counting the hours as to when she could return and check-up on them. It already felt as though she'd been gone too long. "Thanks Twilight! I really do appreciate this. If it's alright, I'd like to get going as soon as possible."

"Of course, we understand," Shining Armor interjected, "if you could just give us a moment in private, that'd be great."

Nodding Apple Jack stepped back into the castle, closing the door behind her.

Shining Armor wasted no time in expressing his frustration at what just took place. "Twilight, I don't appreciate being ignored like that. I said you'd be my princess . . . but that doesn't mean you get overrule everything I say. We're short on soldiers" He said, a bit sternly to his sister.

"I know how you feel Shining Armor, and I'm sorry for how I acted." Twilight explained, "but Apple Jack is my friend. She needs our help."

"The ponies in Ponyville need our help as well. And it will be a lot easier to provide the help if we're not splitting off our army like this."

Getting a little frustrated herself, Twilight raised her voice, "you'd rather have them out there alone?"

"I'd rather have them inside the barrier where it's safe." Shining Armor clarified.

Sighing, Twilight finished, "I'm afraid the only way we'd get that is if we dragged them in, kicking and screaming."

"Well . . ."

"But . . ." Twilight said, stepping up to Shining Armor, "I am still thinking of the other ponies of Ponyville." When her brother only responded with a confused look, she continued her explanation, "Apple Jack and her family own an apple farm. The number of apples they can pick at any given time is more than enough to help keep every-pony here fed. We don't know how long we're going to be keeping this up." Then turning back to her brother, she asked, "Well we have to have food, don't we?"

Sighing, Shining Armor nodded his head. "Yeah, you're right."

"I'm sure Apple Jack and her family will have no problem sharing their crops with us."

Shining Armor pondered over Twilight's request. "Six guards?" He asked, wanting to make sure. When Twilight nodded in agreement, Shining Armor said, "Very well princess. I'll help get Apple Jack ready."

"Thanks," Twilight said, "and Shining Armor, I really wasn't trying to ignore you." Her brother nodded in understanding. "And . . . if I ever would get completely out of line, for the love of Ponyville, stop me."

Letting out a soft chuckle, Shining Armor shook his head at the silliness of the thought. "Of course I will, Princess." And with that, Shining Armor stepped back into the castle to work out the details with Apple Jack.

Twilight remained outside for a few brief moments. She stared out over Ponyville, watching the glimmer of the pink barrier above her. Before heading inside, Twilight couldn't help but think, _please let this be the right choice._


	8. Chapter 8

Finally, here is chapter 8! I know it took me a little while to write it, but this was a bit more difficult of a chapter to write. In this chapter we get to follow the soldiers around the Everfree Forest as they search for Moon Dancer. That means we'll have a couple OCs to follow for a bit, but for those concerned with original characters, they won't stay the focus.

Well, I do hope that everyone enjoys this story. And if you're able, please leave a review as I'd love to hear how things are going. With all that said, please enjoy the chapter!

 **Chapter 8**

Snapped trees and broken branches littered the path to the Castle of the Two Sisters for Brawny Hoof and his colts. He'd been chosen by the Captain of the Royal Guard to helm the search and rescue mission for Princess Twilight's missing friend. It'd been an honor serving the captain for the past twelve years, and Brawny was the first to volunteer for this important mission. He had no intention of letting down the captain, or the princess. The amount of destruction, the loss of life, he couldn't in good conscious fail Equestria. If this Moon Dancer was as important as Princess Twilight said she was, then he was going to find her.

"Any signs of the old castle?" came Rain Runner's voice from behind. Rain Runner was an earth pony with dark blue fur, and a bit of fashion sense with the highlights in his already light purple mane and tail. Rain however, was a loyal friend whom Brawny had gone through training with. They'd survived this far together, and when Rain Runner heard Brawny was leading this little expedition, of course he volunteered to be on the unit as well.

"Should be straight ahead. Stay close." Brawny said. He led a grand total of eight soldiers, all of them earth ponies. Brawny hadn't been one of the soldiers to rescue Princess Twilight from Day Breaker and Chrysalis, so he wasn't fully aware of the damage that had been done to the old castle. Him and the others had been back at Ponyville, helping the initial setup of the Royal Guard for their stay.

With every step closer, the lively sounds of the forested slowly quieted, as if it were dying all around them. Brawny glanced around, noticing the blackening of the leaves, the residue from ash brushing against his lime green coat of fur. Brawny shook his cobalt blue mane, watching the crumbled particles falling around him like snow. Embers could be seen on a couple of trees, sparking lifelessly away with nothing alive left to burn.

The soldiers started to mumble amongst themselves and before Brawny could hush them, they stepped out into a large clearing, where the Castle of the Two Sisters lay flattened before them. "Oh my Celestia . . . will you look at that" Rain Runner said from behind, as he stepped up beside his friend.

Not only did they find the collapsed ruins of the castle, but a large blackened crater that dug deep into the ground, still sizzling with magic. It sparked, causing loose chunks of dirt to roll down into its core. Trees and brush tossed back around its edges. It lay like a moat in front of the ruined castle. "What happened here?" Rain Runner asked, stepping around the crater.

"I don't know." Brawny answered, his mouth hanging agape with the others, "All Captain said was during their escape, there was a powerful blast of magic."

"Do think she survived? Luna that is . . . she was here, wasn't she?"

Brawny signaled to the others to fan out, and search for the missing pony. Joining his friend at the crater's edge, he glanced down, awed by the power it must have taken to do all of this. "Who know? We can only pray that if she did, she's not with the enemy." Then directing his friend to follow, Brawny said, "Come on. We better keep searching. Captain only gave us three days to conduct this search. We can't go back without Moon Dancer."

Rain Dancer nodded as he followed his friend towards the castle, praying that she wasn't buried under all that rubble. He caught up with his friend, following Brawny side-by-side. The colt had always looked out for him, was always there for him. He appreciated just being here with Brawny. He watched as his friend directed some of the soldiers to search through the rubble, just in case. "Brawny," Rain called out, and when his friend turned to him, Rain asked, "didn't the princess say something about her friend running off? We may have to expand our search back into the Everfree Forest."

"Our limited time with this mission makes that difficult," Brawny admitted, "Captain Shining Armor wants us back before any changeling activity hits Ponyville . . . but you're right. We'll grab a couple soldiers and start fanning out."

Rain Runner just shook his head. "I'll need more than a couple of drinks when this is all said and done."

"Not without me you won't," Brawny said, smiling to his friend. Then turning to the others, Brawny picked out a couple soldiers to join him and Rain Runner on a deeper search into the forest. "We'll head out and start with a two-mile sweep of the surrounding area. If nothing is found, we'll widen our search radius and continue until we either find Moon Dancer . . . or we run out of time." The soldiers joined Brawny and Rain Runner; together they began their sweep around the Castle of the Two Sisters.

* * *

One day passed without a sign of Moon Dancer, and the soldiers continued their search. The way they meticulously waded through the grass, fallen branches, and thickets of the Everfree Forest was a testament of their dedication to the both Captain Shining Armor and Princess Twilight. By mid-afternoon of their second day, they'd expanded their search out to an eight-mile radius around the castle, with every soldier now part of the radius search.

Of course, none of that mattered to the growing number of changelings that were observing them from the tree-tops. One in particular, who'd been assigned by the great Queen Chrysalis herself, had been watching these soldiers since they arrived. Tremor, one of the older changelings, who'd been with Chrysalis since before her attempt at sabotaging the captain's wedding, sat patiently watching his prey.

He'd sent word to his queen the instant the soldiers had started poking around the old ruins. _Just as my queen had said, they're searching for Moon Dancer_. He thought to himself. Glancing around the treetops, Tremor counted sixteen changelings. That meant at least one for each soldier, plus Queen Chrysalis. She had wanted to welcome the soldiers herself, and so had sent word not to engage them until she had arrived. _With them fanning out like this, it'll be easy enough to overpower them._

Tremor's wait for Queen Chrysalis came to an end when he suddenly took notice of his majesty silently standing atop a branch, eagerly following every step of the soldiers. Not wanting to give away their position, Tremor waited until he had a clear flight to his Queen without risk of being heard or seen.

Chrysalis smiled as her loyal changeling landed in front of her. "What have our little friends been up to Tremor?" She asked, watching as the soldiers mumbled through the forest. Their disheartened little heads hanging lower to the ground with each step, Chrysalis almost couldn't contain herself.

Tremor, quite pleased with his majesty's pleasure, said, "They began their search at the castle. Of course, they didn't find anything. After that, they started spreading out to find Moon Dancer."

"Excellent." Chrysalis said, considering her options. This was a chance she just couldn't let go to waste. "We'll use this to our advantage." Scoping out the group, Chrysalis asked, "which one of those morsels is in charge?"

Pointing to the lime green pony with cobalt blue hair, Tremor explained, "Him. Brawny Hoof. Though it appears he has a close friend in the blue pony."

 _This'll be our ticket into Ponyville. Then, it'll only be a matter of time before all of Equestria is ours._ Chrysalis thought to herself. Ever since Moon Dancer's capture, she'd been hoping Ponyville would send out a rescue party for its friends. Those little buffoons were so predictable, it was quite pathetic really. "Take the changelings you have here, and eliminate all of the soldiers, except Brawny." Chrysalis said.

Tremor bowed obediently, "Yes my Queen."

* * *

Brawny trotted at a steady pace with his other soldiers. They were so spread out, that he could hardly see them anymore. Every so often, he'd catch glimpse of his friend, Rain Runner, before the blue pony would disappear again behind clump of trees.

 _Maybe she really did get captured._ Brawny thought to himself. He hated the thought of returning empty-handed, but if the pony wasn't here, then she wasn't here. Several hours back, they'd spotted hoof-prints leading away from the castle, and Brawny had gotten excited at the sign of a trail. But it had come to an abrupt stop. "Perhaps that's where they flew off with her." He said to himself, still processing through everything that was going on. He'd have to go back and check later, just to be sure. Still, their time was almost up. If they didn't find Moon Dancer soon, then they'd have no choice but to retreat; captain's orders.

As Brawny moved about his route, he suddenly heard noises far off in the distance. Almost like the sound of a screech, followed by a faint, whoosh. Stopping, the soldier listened for it again. This time, it came from the opposite direct. He listened for the noise again, and for a few moments, it was silent. Then suddenly, the sounds flared up from his right, this time a little closer than before. The screech was a bit more familiar. When the sound erupted on his left, Brawny heard the distinct sound of buzzing. "Changelings," he whispered to himself. _They've found us!_

Quickly rushing through the brush, Brawny cried out, "Changelings! Regroup!" and pounded his hooves against the dirt, rushing towards their emergency check-point. He wasn't sure if any-pony had heard him, wasn't sure if any of them were left. Branches clawed at his side as he pushed his legs harder, galloping full speed to hopefully have some kind of advantage in numbers.

When Brawny arrived at the check-point near the castle ruins, he found Rain Runner already waiting there. "Rain Runner! What happened?" He asked quickly, as his friend came up to meet him.

"I don't know!" Rain answered, almost out of breath, "one moment I glanced to my side and the others were there, the next, they were gone. What's going on?"

"I don't know, but . . ." Brawny stopped as he heard another soldier approaching. Brawny and Rain Runner watched as their fellow soldier rushed towards them, but out of the trees, two changelings suddenly swept in, and picking up the soldier, carried him off towards the treetops. Brawny could just make out the changelings sucking the love from the soldier.

"Follow me!" Brawny cried out, as he sprinted off back towards the ruins.

As Brawny and his friend approached the castle remains, they could feel the changelings hot on their tail. Three, maybe four of them right behind clawed at their tails, almost grabbing them from behind. "The ruins!" Rain Runner shouted at his friend, whom nodded in understanding. Rain Runner sped off ahead, rushing into the ruins as Brawny slowed down, and with a quick buck to the changelings behind him, managed to knock down two of the creatures with a hoof to the head. When he saw Rain Runner taking shelter under the rubble, Brawny dove in after his friend.

"Hurry, there's a passage back here." Rain said, ushering his friend deeper into the rubble.

Nodding, Brawny followed the pony into darkness. The fit became tight, as he muscled through some collapsed walls, the roof dropping chunks of debris into his mane. Of course, while it a was roof above them, Brawny wasn't sure if it was an actual "roof" or just another floor. It hid them from view so he didn't care.

"Where does this lead?" Brawny asked, as some rays of light speckled across the dirt floor that they now had to crawl through.

"Away from them . . ."

"We'll have to come up with a plan for making it back to Ponyville." Brawny said, his voice soft in the event that there were changelings nearby. "We'll have to abandon our mission too."

Rain Runner chuckled, "Well I suppose that was a given."

The rubble finally opening up, Rain Runner helped Brawny out of the crawlspace of a castle. Staring ahead, Brawny dropped his mouth open in shock. Standing only ten or twelve feet away were three changelings, all holding Rain Runner down. The rest of his squad lay unconscious behind the changelings. Rain Runner shrieked his name, tears streaming down the pony's face. Brawny blinked, and turned his eyes over to focus on the pony he'd been following all this time.

"Brawny! Get out of here! That changeling . . . it's Chrysalis!" His friend screamed at him.

The Rain Runner he'd been following suddenly transformed, a black tornado of magic swirling around the creature. "No . . ." he whispered, taking a step back.

The magic quickly dissipated and before him stood Queen Chrysalis. She let out a cackle as she approached him. The changelings that had been chasing after him joined Chrysalis from above. She smiled down upon him and before he could do anything, three changelings tackled him to the ground. Brawny wriggled his body, and began to kick them off when Chrysalis stepped over him and placing a hoof on his neck, pinned the soldier against the ground.

"What do you want?" He asked, glaring at Chrysalis.

Barring her teeth, Chrysalis pressed her face close to Brawny. She smiled as she said, "I want in to Ponyville."

A scream erupted from behind them, and when Brawny turned to look, he found the changelings taking turns, sucking the love out of Rain Runner. The pony's body grew weak, his hooves dropping to his sides as his eyes began rolling back into his head. Rain's scream melted into a gurgling utterance.

"Let him go!" Brawny shouted, tears running down his face, "you monsters! He doesn't deserve this!"

"Doesn't deserve this? Well don't my subjects deserve to feed?" Chrysalis said. "Don't they deserve food?" She barred her teeth at him, letting her tongue slide out around, licking her lips.

"You'll never get into Ponyville," Brawny Hoof spat. His eyes wide with anger, "Captain Shining Armor has his barrier around the town. Your changelings . . ."

Chrysalis leaned in and quickly sucked up some of Brawny's love. The resulting impact left the earth pony out of breath, limbs shaking, trying to pull himself up. "My changelings will have no problem getting into Ponyville." Chrysalis said, and using her magic, she pulled out two small necklaces, each with shards of a green stone dangling from the end.

Before Brawny could even ask, Chrysalis happily explained, "With the remains I've gathered from my throne, two of my changelings will be able to infiltrate Ponyville, and help bring down Princess Twilight's rule. Then, all of my changelings shall feast on the love of Ponyville!" Chrysalis tilted her head back, and laughed at the brilliance of her plan. Once her changelings were in, it'd only be a matter of time before Ponyville fell to her army.

Brawny grit his teeth. He didn't have the strength to stop her, didn't have the strength to escape and warn the princess. He was useless. He felt so angry at what had happened. It had been his job to see this mission through, and he had failed. He stared over at Rain Runner, and his other colts. "What will you do with me?" He asked, eyeing them.

"Oh, don't worry, you'll be joining them soon enough." Chrysalis said, "but first, you're going to help me."

"I'd rather die than help you."

Letting out a soft chuckle, Chrysalis said, "You're more than welcome to . . . after I've gotten what I want." And leaning in, she began to suck more love out of Brawny Hoof. His body stuttered and shook, feeling as though his very life was exiting his mouth. He could feel his body grow weak, and then Chrysalis locked eye contact with him. He suddenly felt dizzy, and his vision lost focus.

"Now Brawny," he heard a voice say. The soldier no longer knew who spoke, only that he must respond.

"Yes . . ."

"Tell me. How do you get back into Ponyville?"

The question was odd, because it was so obvious. Brawny had been briefed on re-entry along with all of his soldiers. Surely this pony knew the answer. With his mind clouded by Queen Chrysalis, he answered weakly, "After re-entry . . . the Captain requires a password to prove who is returning."

"Very good. And what is your password Brawny?"

Brawny felt more love being sucked out of him. His body grew numb, and the voice grew stronger. His eyelids weighed down on his face. He could feel himself starting to pass out. "My password . . . is Star Swirl." With more love extracted, Brawny's eyes closed and then he was gone.

* * *

Shining Armor walked along the front lines near the edge of his barrier. As he passed by his soldiers, he couldn't help but note the tense atmosphere that hung over them. It'd been almost a week since arriving in Ponyville, and not a single changeling had been spotted. Nothing had so much even attempted an attack on the town. _Something's not right here. Chrysalis should be all over this place by now. What's she planning?_ Shining Armor thought to himself.

Behind him, the sun began to rise into the air, roughly shoving the moon from its place. _Day Breaker._ The captain thought to himself. She was their other problem. The fact that she now raised and lowered the sun bothered him. Every morning and every night started at a slightly different time. It was enough to be noticed, enough to agitate his soldiers. What-if one of these days Day Breaker just decided not to lower the sun, or the moon? The power she held in her hooves was terrifying.

Stepping up to one of his soldiers, Shining Armor said, "At ease soldier," and looking over the colt's face, he could see the uncertainty in the colt's eyes. "Anything to report from the overnight?"

The soldier shook his head. Clinging to his spear tightly, he answered, "No sir. Unless you want to count the stray dog or two, we really haven't seen anything." Shining Armor merely nodded his head, having expected that answer. The soldier, a keen colt, then said, "You . . . think it's too quiet?"

Shining Armor merely nodded his head. Staring out over the town, Shining Armor explained, "I would have expected a changeling army, or Day Breaker, to be breathing down our necks. But there is nothing. How are the other soldiers?" Shining Armor asked, turned concernedly to the private.

"They're restless Captain. It's hard to look out past the barrier and not see something move. Every noise will get at least one of us to flinch. Every-pony is expecting something." Then glancing back out over outside the barrier, the soldier softened his voice. "Has there been any word from Brawny and his company?"

"I'm afraid not." Shining Armor answered, "and they're due back today. I hope to Celestia that they found Moon Dancer."

"Yeah . . . me too."

"As you were soldier," Shining Armor finally said, letting his colts get back to their duties. He trotted away, hoping to check on a few more of his soldiers before updating Princess Twilight. He only wished he'd have some sort of news for her. Anything would be better than nothing. She was sitting in her castle, just as confused as the rest of them. The changelings had put up quite the offensive in Canterlot, and now it was almost as if they had vanished. _But where?_ He thought to himself.

As the orange glow of the morning sun cast out the shadows of Ponyville, Shining Armor found himself inspecting the south-eastern corner of the barrier, the spot where Brawny and his squad had left to find Moon Dancer. At this point, the captain would've been happy just to see his colts return. He honestly wasn't sure if Moon Dancer was even out there for them to find, but Princess Twilight had been so adamant. _Hopefully this isn't all for nothing._

As Shining Armor stared out over the path that led deep into the Everfree Forest, he could have sworn he saw something move. Squinting, Shining Armor watched as a spec crawled into view, just over the bend. It moved slowly, getting bigger and bigger as it became closer. _It's them!_ Shining Armor thought to himself. Rushing towards the nearest post, he shouted, "Soldiers! I need a set of binoculars, now!" Instantly, a pair was tossed at him and using his magic, Shining Armor lifted the binoculars to his eyes. Adjusting into focus, he could see Brawny Hoof limping towards the barrier.

"Soldiers, we've got two ponies at ten o'clock sharp!" Shining Armor commanded and instantly there were twelve or so sets of eyes on the approaching duo.

The soldiers took positions, ready to intercept the approaching ponies. They had to be ready. As of now, there was no guarantee that they weren't changelings. On top of that, only one of the two ponies were recognizable. It was Brawny Hoof, in appearance anyway, but the unconscious Pegasus that he carried on his back was a mystery. She had an orange fur, a couple shades darker than the fruit of the same name. Her short mane and long tail were that of a soft, bright red. A couple of freckles speckled just under her eyes, and she appeared a few years younger than that of Brawny.

"Is that Moon Dancer?" One of the soldiers asked, excited that the mission could be completed.

"No. That's not her." Shining Armor said, no longer needing his binoculars as Brawny was close enough where the soldiers had drawn their spears and swords, ready to attack if the pony showed any signs of being a changeling.

Rushing to meet him, Shining Armor watched as the soldier stopped at the border of the barrier. He looked around it, and then stared inside at the soldiers. "State your name soldier." Shining Armor said, stepping up behind the small squad of colts.

"Brawny Hoof sir." He replied weakly.

"And your password?"

"Star Swirl."

Letting out a sigh of relief, Shining Armor nodded to his soldiers to let the two in. Brawny hesitated, but then walked through the barrier with a bit of crackling around him. Once he had entered, the soldiers made room as Shining Armor stepped up to him, gazing down at the soldier. Brawny had several bruises and cuts scattered across his body. His lip was bleeding and he had a black and blue eye. His usually clean coat of green fur had been dirtied with both mud and blood. Yet, the Pegasus that rested on his back had not a spot on her.

"What happened to you Brawny? Where are the others?"

The soldier looked as though he would tip over at any moment. He lowered his head and explained, "I'm sorry Captain. We were searching for Moon Dancer around the castle ruins, when . . . a group of changelings appeared. I don't know if they'd been waiting for us, but, they took out half of the colts that were with me."

"And the rest?"

Brawny shook his head. "We were forced to retreat. We were heading back to Ponyville . . . when we ran into her." Brawny said, motioning to the Pegasus that slept on his back.

"Who is she?" Shining Armor said, inspecting the slumbering creature. "And how do you know she's not a changeling?"

Brawny scratched at his leg for a moment. "I suppose if she was one, the changelings wouldn't have been chasing her. It was rescuing her that lost me the rest of my squad." Then bowing his head, Brawny again apologized, "I'm sorry Captain. You sent so many soldiers with me, and all I returned with was an orphan."

Nodding to the other soldiers to return to their duties, Shining Armor moved to Brawny's side and said, "It's good to have you back. And I'm sorry about Rain Runner. I know he was a close friend of yours. And of the others, I'm sure they served you well."

Brawny simply nodded. He must've still been upset from the attack. Shining Armor could've kicked himself for letting Princess Twilight talk him into this rescue mission. He'd lost so many soldiers, and they hadn't even managed to locate Moon Dancer. Though to say the mission had been a complete failure was also a lie. Here Brawny was, with a Pegasus on his back. Perhaps, this mare could provide some insight as to what was going on with the changelings.

"You know anything about her?" Shining Armor asked.

Brawny shook his head. "No sir. Only thing I managed to learn before she lost consciousness was her name. It's Sunset Star."

"Get her to town hall. They should have some beds setup by now." Shining Armor commanded. "And while you're there, get yourself looked at. Once you're ready, I'll assign you a post in Ponyville."

"Yes Captain." Brawny said and turning away from Shining Armor he headed into town.

* * *

As the changeling disguised as Brawny trotted through Ponyville, the passenger on his back began to stir. "Think they bought it?" Came Razor's voice.

Under a hushed voice, Tremor answered without looking back, "It seems so. I'm just glad Queen Chrysalis' throne shards worked as well as they did." Tremor honestly hadn't been sure if him and Razor were going to make it through the barrier, especially with the necklaces hidden in their manes. If that didn't work, they both would've had to hightail it back into the Everfree Forest; and then Ponyville would've been on high alert. Though from the looks of things, the town already was.

Razor stretched out over the other changeling's back, clearly enjoying his ride. "You know . . . it was a lot of fun beating on you back there. Hehe almost thought you weren't going to make it for a second."

Tremor only chuckled. "I've been around far too long to be taken out that easily." His injuries needed to look believable, so before leaving for Ponyville, Queen Chrysalis let the other changelings attack him. The bruises, blood, and black and blue eye weren't fake. When Razor had hurled that rock, Tremor remembered black fuzziness covering his eye-sight. He wasn't even sure where he'd been hit.

Razor patted him on the back of the head, where it was still sore. "That's why I don't go easy on you. Cause you can take it . . . and it's fun." He laughed.

"Alright alright. So you enjoyed it," Tremor hissed, his body trembling a bit under Razor's weight. "But you better shut yourself up. Other ponies are starting to come out. And you're supposed to be unconscious." His lips spreading into a half-ways grin, Tremor turned to Razor. "You're the cute mare in distress after all."

"Only cause the Queen ordered it." Razor grumbled, and with that, he closed his eyes and went motionless, only letting his body bounce around as Tremor walked. To any other pony that now looked, Razor was just a sweet, injured little Pegasus, whose body was exhausted from her perilous trip.

One of the ponies saw Tremor and rushed up to him. "What's happened to you two? Are you alright?" It was a unicorn; whose fur was white as the clouds. Her purplish mane and tail curled elegantly over her body, with jewels for a cutie mark.

Sticking to his story, Tremor explained, "I'm Brawny Hoof, just returning from the Everfree Forest. My fellow colts and I managed to rescue this here mare, and then I lost them all." Quickly moving on, Tremor said, "Please, I need to get to Town Hall. Captain Shining Armor said there were beds there. Sunset Star . . . she needs help."

"Oh right this way!" the unicorn called out, motioning for them to follow.

Tremor happily followed the unicorn, unable to help but notice the Element of Harmony that hung around her neck. _This is one of them._ He thought to himself. If only he could retrieve the item for his Queen, he'd happily do so. But, they were both under strict orders. "Do everything you can to infiltrate Ponyville, but under no circumstances are you to reveal yourselves or make a move on the Elements. That time will come soon enough." Queen Chrysalis had said to them. And Tremor had every intention of following his Queen's instructions to the letter.

Entering the Town Hall, the unicorn helped locate a bed for Razor, his body disguised in the Sunset Star skin brought a smile to Tremor's face. The dumb changeling hated being seen as girly, and now, that was his mission.

"She must be very close to you." The unicorn said. Tremor glanced over to her, a bit confused. "I saw you staring at her. I saw your smile. Why, even in these dreadful times, we simply must have some-pony to care about."

Tremor nodded, "I only just rescued her. I just want to make sure she's alright."

The pony giggled. "Well then who better to take care of her. Why don't you take a seat, and I'll get a nurse to bandage you up."

Taking a seat next to the bed that they'd tossed Razor on, Tremor thanked the unicorn and watched her trot off deeper into the Town Hall. Being mistaken in this fashion wasn't necessarily a bad thing when he thought about it. It'd give him an excuse to come and see Razor. Communication would be easier this way.

Unable to help himself, Tremor smiled again. He leaned up against Razor and whispered into his ear, "This is going to be fun." He watched as his partner stifled a grin. _Ponyville will be ours._


	9. Chapter 9

**Chapter 9**

Lying in bed, Derpy stared out her window as the sun slowly crept up into the air. The darkness shrouding her room slowly replaced by rays of morning sun. Another day under the barrier meant another day wandering around Ponyville. Much of her delivery route had vanished since the changelings and Day Breaker invaded Canterlot. Only the most important messages were to be delivered by air. The soldiers didn't want the skies clogged with Pegasus so that they could easily monitor any changeling activity. Unfortunately, that left Derpy with little to do.

She couldn't deliver parcels, couldn't help plan for parties, couldn't even check on Doctor Hooves to make sure he was alright. Staring out her window, Derpy wondered where the great doctor had hurried off to this time around. He'd vanished on another one of his scientific excursions, and no-pony knew when he'd be back or where he'd gone to. Since he'd left before the changeling attack, would he even come back?

"What am I supposed to do?"

A sudden rapping at her door caused Derpy to bolt upright in bed. When the sound of hooves against her door grew louder, the Pegasus stumbled out onto the floor, a blanket tripping her up. Grumbling in pain, Derpy hollered out, "Be right there!"

Noises emanated from outside, and Derpy quickly folded her blanket up and rushed down the stairs, letting her wings carry her some of the way. When she finally arrived at the front door, the knocking had started up again. "I'm here. I'm here." She said, as she opened the door.

Standing right outside were a couple of soldiers. One of them had a clipboard, which he regularly checked. When seeing the door open, he glanced up and said, "Sorry if we disturbed you miss. You must be . . . Derpy Hooves."

"Y-Yesss?" She said, glancing from one soldier to the next. "Am I in trouble or something?"

The soldier quickly lightened up as he set the clipboard aside and explained, "No, nothing like that. We've just been making the rounds through Ponyville for volunteers. We need some assistance with moving supplies around, and so we've been hanging up fliers."

Glancing at the outside of her door, Derpy noticed a nail protruding from the wood, holding a piece of paper advertising a "Ponyville Volunteer Force" with the subheading of, "Help Princess Twilight keep Ponyville safe!" It listed a time of meetup at the Castle of Friendship, where Twilight would be thanking the volunteers and handing out the work. "So what kind of work would I be doing anyway?"

"Well, there's still some supplies that need moving around from the different checkpoints for the soldiers. There's a need for ponies willing to distribute and help manage food and water. Spending time with the younger foals to keep them occupied will be an ongoing activity for volunteers. There's several other things you could do as well. It just depends on how Princess Twilight decides to hand out the work. Would you be interested?"

Derpy bit her lip. Though she had a knack for getting in the way, she also hated the idea of just sitting cooped up in her house all day. She'd go mad. Besides, Derpy was always more than happy to help, and, maybe this is what Doctor Hooves had meant when he said she'd do something great. "Sure," Derpy finally said, "I'd be happy to help."

"Great!" The soldier said, "you'll probably want to head on over to the castle then. Princess Twilight is probably already handing out work." And with that the soldiers bid Derpy a good day and moved on to the next house.

Glancing down at the flier, Derpy noticed the time and realized the soldier was right. The time listed had passed over an hour ago. "I better hurry!" She exclaimed, and slamming her door shut, Derpy hurried off towards the castle.

* * *

"Thank you all for joining us here today." Twilight announced to the wealth of volunteers that had showed up in the main hall of her castle. Pride swept over her, realizing just how much the citizens of Ponyville cared for each other. With it being the first time stepping into her Princess role with such responsibility, she wasn't sure what to expect when she walked into the main hall. "It's great to see such a wonderful turnout for Ponyville's volunteer force." Twilight said. As she spoke, she couldn't help but glance over the crowd of volunteers. Many of them she didn't even know.

"In order to help keep the soldiers focused on defending the city, you'll be taking charge of various tasks to help keep other ponies calm, keep supplies moving, and maintaining Ponyville. I'll be breaking you off into groups to handle the various tasks I have listed out on my sheet." Twilight explained, "Spike here will be handing out your work orders for the day. Once broken off, please see him for assignments." Twilight finished, nodding towards Spike who waved sheepishly, holding a never-ending scroll of paper.

Twilight spent the next hour separating ponies, shaking hooves, and smiling at the various ponies that passed her by. Each group excitedly left with their tasks, and on occasion, Twilight even managed to spy Spike enjoying a nice conversation with a group. Things were almost normal for Twilight here. The castle was once again filled with chatter, and laughter. The only reminder of reality was the glow of Shining Armor's barrier around the town.

When the final group of ponies left, Twilight stretched herself out and said, "Done! Finally, that's every-pony!" Stepping up to Spike, she asked, "did we have much left?"

Spike glanced down at his list and said, "Not really. A lot of ponies took more than one assignment."

"Everyone's coming together to help Ponyville. That makes our job even easier." Twilight said, "I just hope I don't let them down."

A knock at the door and Spike disappeared from the main hall to answer it. He was only gone for a short time before awkwardly returning with Derpy. "Twilight . . . looks like we've got another volunteer."

Glancing around, Derpy expected far more ponies to be in the castle aside from just Spike and Twilight. "Where is every-pony?" She asked, "This is where the volunteers were supposed to meet . . .right?"

Smiling, Twilight walked over to Derpy and said, "You're at the right place. All the other volunteers have left with their work for the day."

Derpy hung her head in disappointment. "So, does that mean I'm too late? There's nothing I can help you with?"

"I wouldn't say that." Twilight said. Taking the list from Spike, Twilight skimmed it over. While most of the work had been assigned to the volunteers, Pinkie Pie and Fluttershy were still bringing a few things over from the hospital. Deciding on that, Twilight returned the list to her dragon and said, "Actually, Pinkie Pie and Fluttershy are still moving supplies from the hospital to the town hall. They finished helping move the patients a while ago, but there's still a great deal of medicine and other equipment that the doctors will be needing. If you wouldn't mind, I'm sure they'd appreciate the help."

Derpy's face lit up at the request. "Of course! I can do that!" She exclaimed as she jumped up into the air, flapping her wings excitedly.

Twilight giggled at the pony's enthusiasm. "Thanks, Derpy," she said, "I'm so happy to see that you came to help. Pinkie Pie had such great things to say about you, so I'd hoped you be here for volunteering."

Taken off guard by the comments, Derpy slowly floated down to floor. "Really? What'd she say?"

"She had been so thankful for all the help you put into her surprise party for Maud." Twilight explained. After mentioning the party, she glanced around, seeing the remains of the party that would've been. A couple streamers still drooped down from the ceiling. Even some of the banners still hung high over their heads. Twilight and the others hadn't spent much time taking things down as there had been far more pressing matters. Besides, she liked the reminder of what they were all fighting for. "It's a shame that Maud might not get to see all the hard work that you and Pinkie Pie put into this place."

A brief silence fell upon them before Derpy finally spoke up, "That's why you're the princess though. To make sure we get to have that party." Then quickly glancing around, as if she were lost, Derpy asked, "Where are Fluttershy and Pinkie Pie anyway?"

"Oh . . . they're probably at the hospital figuring out what to take." Twilight said, stumbling out of her thought. "If you leave now, you can probably catch them there."

"I'm on my way Princess," Derpy saluted and flapping up into the air, she took off towards the door. Twilight gasped as the Pegasus never even thought to open the door before flying towards it. Quickly using her magic, Twilight pushed the door open, allowing Derpy to safely exit the castle.

When the gray Pegasus had left, Twilight released a sigh of relief. The last thing she wanted was some pony injuring themselves. "You sure she'll be alright?" Spike asked, a bit weary of the town klutz moving fragile medical equipment from one place to another.

Nodding, Twilight said, "Of course she will. Derpy may be a bit . . . odd, but from how high highly Pinkie Pie talks of her, I'm sure she'll be fine. Besides, Fluttershy will probably need help keeping Pinkie under control." Not only that, but the concern Derpy had shown and the encouragement she had provided Twilight only convinced the princess that they had a wonderful Pegasus on their side.

"I guess so." Spike said, scratching his head. "So, what's next on the agenda?"

Twilight already had an answer to that question. Trotting out into the hallway, she motioned for Spike to follow her. Together, they walked into a nearby room where bookshelves lined the walls, from floor to ceiling. In the far corner rested a small table with several books stacked on top one another. "We're going to do a little studying."

"Studying?" Spike said, "now? But you're in charge of Ponyville! Don't you need to be working with your brother, or at least talking to our friends about what to do with Day Breaker and Queen Chrysalis?"

"You're right Spike." Twilight said, "but it's also just as important to understand how generals and rulers of past moons dealt with similar crises." Glancing over some of the books on Equestrian history, various monarchical rulers from previous generations, and military strategies from accomplished generals such as General Silver Spirit and General Tough Boulder, Twilight explained, "Knowing the strategies they used back then could help us survive this. And with both Queen Chrysalis and Day Breaker out there, we need all the help we can get." Drooping her head, Twilight finished, "Even though I've been princess for a while, this responsibility just got thrust onto me. Having some historical knowledge of wars and strategies could help me avoid making the same mistakes as other past leaders."

Taking it all in, and seeing the determination in Twilight's eyes, Spike nodded in agreement. "Yeah, I suppose you're right." For the first time since Twilight had returned to Ponyville, Spike saw fear creeping into the princess' eyes. Stepping over to show his support, he said, "If any-pony knows how to get out of this mess, I'd sure like to hear it."

"We all would." Twilight agreed, cracking open a book to pick up where she had left off. "That's why every-pony has to do what they can. Rarity is working to keep the soldiers' uniforms in battle ready condition, and she's also helping out at the Town Hall with the patients. Fluttershy and Pinkie Pie are helping with the hospital and moving supplies. Rainbow Dash is serving as a scout and messenger for the soldiers."

"Apple Jack is growing apples and you're leading every-pony." Spike finished for her.

Twilight smiled. She understood Spike's frustration. "And you're helping me here. No one else can keep up with or knows the organization of these books better than you. And, you're our only line of communication with Princess Cadence in the Crystal Empire, and with Starlight Glimmer. We all have to work together."

"Speaking of which," Spike said, suddenly remembering, "We got a message from Cadence." And not giving Twilight a chance to ask for it, Spike pulled out the message and handed it to the princess.

Excitedly, Twilight opened up the letter. Hearing from the outside world was a breath of fresh air for her. Despite the size of Shining Armor's barrier, she felt at times as though she was suffocating under this bubble.

Clearing her throat, Twilight read aloud for both of them to hear, "Dearest Twilight, I'm so glad to hear that Shining Armor managed to erect his barrier around Ponyville. That will give you some time to work with. As of now, no changelings have been spotted around the Empire, and I have yet to hear from Day Breaker. If something would change, you would be the first to know. Also, my soldiers have managed to steer the Friendship Express into our station. We may be able to rig it up so that we can share supplies with one another. If you would need anything, please let me know."

"Tell Shining Armor I love him and that I miss him. Princess Cadence," Twilight finished reading. She glanced from the front of the letter to the back, just in case there was anything else, but there wasn't.

"The Friendship Express?" Spike said in surprise, "I don't know if it's a good idea to be sending the train back and forth right now."

"It's not, but it's an option we don't want to forget about." Twilight said, "We never know when we may need a little help, or when the Crystal Empire may need something. She's letting us know just in case." Twilight said.

Setting the letter aside, Twilight turned to start reading her book when a knock came from the outside door. She sighed, realizing that finding time to actually sit down and read was probably going to be impossible to do.

When the princess stepped out into her main hall, she found Shining Armor standing at attention. "Shining Arm . . . I mean Captain, what brings you here?"

"Princess," Shining Armor said the word so professionally. It was as if he were addressing Celestia or Luna. It honestly disheartened Twilight. "I've come bringing news of the squad we sent out to find Moon Dancer."

"What is it?" Twilight's ears perked up at the sudden announcement.

"I'm afraid it's bad news." Shining Armor stated, "With all the soldiers we sent out, only one of them returned. It was the leader, Brawny Hoof who returned earlier today." Shining Armor immediately saw the disappointment on his sister's face. "But, while he was unable to locate Moon Dancer, Brawny and his squad did manage to rescue a pony . . . a Pegasus actually."

"What?" Twilight said in surprise.

"Maybe it'd be better if you talked to them both yourself." Shining Armor said.

* * *

Led by Shining Armor and two other soldiers, Twilight felt a bit embarrassed at having such a parade just to walk through Ponyville. She understood the necessity for it, but still felt awkward for the attention that it was drawing. Others stopped to glance at her, mares explaining to their foals that she'd be the one to save them from the changelings. If anything, Twilight was able to see the effects of the changelings and Day Breaker were having on the citizens of Ponyville. Foals weren't walking around on their own anymore, and a certain air had crept into Ponyville that put everyone on edge.

"Princess Twilight, we're here." One of the guards said when he had noticed Twilight wasn't actually paying attention to where they were.

"Oh, sorry," she said and while the two guards stood outside Town Hall, Shining Armor ushered her to follow him inside.

Once in, Twilight realized just how cramped the hall had become. The once open space now housed rows and rows of beds. Nurses and doctors squeezed between patients, with some disappearing up into the upper levels with trays of food. The area closest to the entrance had transformed into a sort of waiting area. The Town Hall was a far cry from the festival holding community center it had always been known for.

Where once banners would frequently hang, now medical charts and dosage requirement sheets hung. Above each bed, a clipboard wavered for doctors to update the status of their patients. Speaking of patients, while the hospital had taken over Town Hall, not many patients were actually being treated. It appeared rather empty aside from a few ponies who'd been moved from the hospital. If anything, the medicine cabinets and shelving held far less medicine than what they should have. _But Derpy and the others will be correcting that._ Twilight thought to herself.

"This way," Shining Armor announced, leading Twilight about a third of the way back, to a bed where a cute orange mare of a Pegasus sat up in bed. Her short red hair brushed against her neck, freckles glittered over her cheeks as she stared up into the eyes of a lime green colt. She brushed the blue mane away from his face, a bit calmer now that she had been awake for a few hours.

When the two saw them coming, the colt stood at the mare's bed, bowing his head and immediately welcoming both the captain and the princess.

"Princess Twilight," Shining Armor introduced, "This here is Brawny Hoof. He was in charge of Moon Dancer's rescue squad."

Twilight smiled at the colt who only bowed his head in shame. "Princess," he said softly, "I'm sorry we were unable to locate your friend. I understand she had knowledge that could have greatly helped our cause." Brawny bit his lip as he explained, "We started our search at ground zero . . . the castle. But when we didn't find anything, we fanned out into the forest. That's when the changelings came. Some managed to escape with me . . . but we lost the rest when rescuing her." Brawny said, nodding to the orange Pegasus next to him.

Twilight nodded in understanding. "It's okay soldier. I know you did everything you could to find Moon Dancer." Letting out a sigh, Twilight admitted, "It's most likely Queen Chrysalis captured her."

"I am sorry for that," Brawny said again.

"Don't be." Twilight said, "You still managed to rescue some-pony," then turning to the mare, she said, "And I'm sure she is quite grateful for what you did for her."

The Pegasus only nodded and Shining Armor introduced her, "The Pegasus is Sunset Star." He glanced over to Brawny, making sure he got the name right. When his soldier nodded in the affirmative, Shining Armor continued, "it appears that the changelings were chasing her when the soldier found her."

Though the question sounded a little stupid, Twilight asked it anyways, "Why were they chasing you Sunset?"

The mare gulped, glancing up to the princess, she answered, "Well, I was on my way to Cloudsdale when I ran into them. It was a whole swarm of changelings. They appeared to be heading for Cloudsdale. At first, I thought they hadn't seen me. So, I simply hid in the clouds, watching them." She explained, the mare getting a bit teary eyed as she appeared to be reliving the sequence of events. When Brawny placed a hoof next to hers, she calmed down some. "I think they noticed me when . . . when I tried to fly away. Suddenly, I had several of the things following me . . . chasing me! I-I panicked and flew as fast as I could."

Sunset Star's speech became more frantic. Her eyes grew wide as she continued, snuggling up against Brawny. "They grabbed me as I flew. I had to buck and kick . . . do everything I could just to get away. When I thought . . . When I thought they would catch me . . . and suck me dry . . . I ran into him," and Sunset looked up to Brawny Hoof, making the colt blush a bit. "Brawny and his soldiers . . . they saved me. If it wasn't for them, I don't know where I'd be."

Twilight sniffled as she rubbed her lips together. "And we are all very grateful for what Brawny did. You're certainly lucky him and his soldiers were there." Twilight said. Being more concerned with the changelings she saw, Twilight pressed on for details, "How many changelings did you see? And are you sure they were heading for Cloudsdale?"

Sunset Star nodded her head vigorously. "I'm sure. I'm very sure. I even over-heard a couple of them talking. They were headed towards the city . . . to invade. They wanted to take over Cloudsdale . . . they were going to destroy it."

"Attack Cloudsdale?" Twilight asked shocked. She couldn't believe it. Did Chrysalis really have enough to be attacking the city in the sky. "Sunset . . . how many did you say there were?"

Sunset Star grew quiet. She didn't know how to respond. She briefly glanced up to Brawny and then back to Twilight. "I'm . . . I'm not sure. There were so many . . . it was difficult to count."

"She probably didn't have time, especially if they started chasing after her." Brawny added.

"Of course," Twilight said. This was bad. If the changelings were to attack Cloudsdale, then they could theoretically use it to influence the weather. "I'm sorry Sunset Star. This must be so difficult for you."

"Please Twilight," she begged. Sunset even grabbed hold of Twilight's hoof, surprising the princess as tears flooded the small Pegasus' eyes. "You have to do something! My family is still in Cloudsdale. They don't know what's happening. If we don't get to them . . . if we don't stop those changelings . . . Please Princess . . . my brother, my sisters, my mom and dad . . . I can't lose them." At this point, Sunset Star covered her eyes and began to cry.

Twilight stood, unsure of how to respond. The pony was in shock, that much she could tell. As princess, Twilight simply had to do something. It was her duty. Placing a hoof gently on Sunset's head, Twilight said, "Don't worry. We're going to find a way to save your family. We can't let the changelings win."

"R-Really? Do you mean it?" Sunset Star sniffled.

Twilight nodded, seeing the whisper of hope crawling through the pony's eyes. "I promise. You will see your family again."

"T-Thank You Princess Twilight." Sunset said, "thank you so much!"

As Shining Armor listened to his sister reassure Sunset, he knew there would be further discussion on this topic later. It'd be difficult to pull off such a rescue, and the numbers were far from in their favor. Still, the young Pegasus needed some hope right now, and so the Captain was more than willing to let Princess Twilight say as she pleased.

Glancing over to Brawny though, Shining Armor noticed the soldier appeared to be in much better shape than he had earlier. It appears that his wounds may not have been as serious as originally thought. _Thank Celestia for that. We need good soldiers like Brawny during a time like this._ When Twilight had finished consoling the orange Pegasus, Shining Armor glanced over to his soldier and said, "Brawny Hoof, if you're feeling better, I'd like to get you back out on the line with the other colts. We're going to need all the help we can get."

Brawny stuttered as Sunset grabbed hold of him, hugging him to her chest as he glanced down at her. "Captain, with all due respect, I promised Sunset Star I'd look after her."

Nodding Shining Armor countered, "That may be, but there are nurses here who can do that. I need you all the soldiers I can get my hooves on to protect Ponyville."

Seeing the discussion between the two, Twilight hated to see the two broken apart like that. When an idea suddenly popped into her head, she turned to the Captain and said, "Captain Shining Armor, I think I have an idea that will solve both your problems."

"What is it?" Shining Armor asked curiously.

"If it's alright with you, why don't we have Brawny stand guard at the Castle of Friendship? It'd provide a little extra protection for me, and keep him close to Sunset Star. Then he'd be more than able to check on her from time to time."

Shining Armor thought over the idea. It certainly wasn't a bad one. He couldn't stay close to Princess Twilight as much as he wanted, and having a soldier guarding her full time was certainly something he'd been wanting to setup. "That's not a bad idea at all Princess." Shining Armor finally said. Then turning to Brawny who appeared a bit surprised at the suggestion, Shining Armor said, "Then it's settled. From here on out, you'll be under direct orders from Princess Twilight. If I would suddenly need you though, I'd send word to the Princess and you'd join my forces immediately."

Brawny couldn't help but smile, and he could tell his friend was smiling just as well. "Of course, Captain! Thank you so much, both of you!" He said, and he felt Sunset Star hugging him tightly. _This was far easier than even Queen Chrysalis could have anticipated._ The changeling thought to himself as he glanced down to the Pegasus, sharing a smile that only the two of them truly understood the meaning for.

"Then it's settle," Twilight announced, "Brawny Hoof, I'll keep you on guard at the castle from here on out. When you're done visiting with Sunset, meet me at the castle for debriefing." Twilight smiled proudly, quite satisfied with herself in how she'd handled this problem.

"Yes, Princess Twilight," Brawny said, bowing his head lightly, "Sunset and I are both very grateful for everything you have done for us."

* * *

"You should be all set," Nurse Redheart said to Derpy and Fluttershy. She'd just finished loading the last box onto the cart for the day, making this the final load that the three ponies would be hauling back over to Town Hall. That didn't mean they had transported everything from the hospital, but that enough medicine and equipment had been moved to look after and care for the patients.

"Are you ready Derpy?" Fluttershy asked politely, securing the harness around her back.

"Yeah, I think so," Derpy said, as she shuffled about in her harness. It clamped tightly around her body and squished her wings. Not being used to getting attached to anything like this, Derpy had found it difficult throughout the day to stay hooked up to this large cart.

"Let's head off slowly," Fluttershy said, and counting her steps, began a slow trot, leaving the hospital.

At first, Derpy counted her steps with Fluttershy. It helped keep them in sync and evened out their pacing. As their trot quickened, Derpy became more comfortable with her pace and no longer needed to count. At that point, she heard Pinkie Pie again humming some made-up tune from the back of the cart. With the number of breakables being carried with each load, the three had decided to keep one in the back, to watch over the cargo.

In a way, it felt surreal. The outside world, for all they knew, had come to an end. The three of them were moving medical supplies to help keep patients safe. Derpy couldn't even deliver parcels like she used to, and here Pinkie Pie hummed and bounced around as it was just another day. Maybe these ponies were always like this. They'd saved Equestria quite a few times, maybe it was just second nature.

As they trotted further along, Derpy failed to notice some loose rock along the side of the road. Stepping on some loose rock, her hoof rolled out in front of her and Derpy lurched forward, almost falling over. When Fluttershy saw what happened, she instantly stopped, letting the cart lean onto her shoulders, giving Derpy enough of a chance to catch herself.

Every-pony jerked as Derpy tried to regain her balance without toppling over the cart. It was difficult to do as the harness prevented her from catching herself naturally. She had to bend around in the directions that the harness yanked her in. Having her whole body stiffening up, trying to break the fall, and her wings cramping from not being able to open up, all caused her to yelp before finally landing all four hooves safely onto ground.

"Are you okay Derpy," Fluttershy asked, "that was a close one."

Derpy tried to return a smile, "I'm okay," she answered.

"Are you sure? This is the third time today." Fluttershy said.

Nodding, Derpy assured her, "I'm okay. The harness is just making it hard to move around."

"Well . . . umm, if you like, you could switch places with Pinkie Pie," Fluttershy suggested.

"No, I'll be fine," Derpy quickly answered, and started pulling on the cart once more. Her sudden movement caught Fluttershy off-guard and the yellow Pegasus had to hurriedly catch up to Derpy's movements so she wouldn't fall.

The thought of being shoved back onto the cart yet again caused Derpy to let out a sigh. _I'm turning out to be more trouble than I'm worth._ She thought to herself as she hung her head. This really wasn't what she had pictured at all. It's probably not what Doctor Hooves had pictured either.

"Is everything alright," Fluttershy asked. "You seem to really be stressing over something."

Derpy glanced to the Pegasus and then thought of how to answer. She thought of everything that had happened since the barrier went up. "I don't know how to deal with all this. You and Pinkie Pie have done this kind of thing before . . ."

"Well, I mean . . . even though we've saved Equestria before, it never gets easier." Fluttershy explained, starting to understand the gray Pegasus a bit more. "And with losing two of the princesses and Twilight's element, things are much different than they have been in the past. Even I'm not sure what we'll do."

"Whatever it is, I'm sure it'll involve all of us!" Pinkie Pie shouted from the cart. "It's always more fun saving Equestria with your friends!"

"It is easier having help," Fluttershy said, ". . . though I'm not sure I would call it fun."

Derpy sighed a bit. "That works for you, but I don't know where Doctor Hooves is. He left Ponyville before the changelings attacked. He's my only friend and I don't even know if he's alright."

"Oh, well I'm sure he's just fine." Fluttershy said. She'd been familiar with the doctor in question, and if memory served her correctly, he was something of a mad scientist. "Maybe he headed to one of the surrounding cities. I'd think he'd be safe in one of those."

Turning to Fluttershy, Derpy asked, "you really think so?"

"I suppose so. I mean, that's where I'd go if there were changelings."

Pinkie's voice rang up from the back once more with, "Unless the changelings had already taken over the city! Then he would've stepped into a trap, and fought against all odds to determine friend from foe, and been swayed into thinking he'd found a friend, when in actuality he . . ."

"Pinkie Pie!" Fluttershy exclaimed, glancing back to the party animal of a pony with her eyes opened wide.

"What? Too much?"

"That and . . ." Fluttershy started, nodding to a box that Pinkie Pie had allowed to tip over during her rant.

"Oh . . . oops," Pinkie quietly said, as she lifted the box carefully back into its place. The sound of broken glass jumbling around inside.

Derpy released another sigh. All the commotion hadn't exactly cheered her up, but the thought was appreciated. Deciding to end the day in peace, she jogged alongside Fluttershy, pulling the cart in silence for the rest of the trip. By the time they'd reached the hospital, dusk had settled over Ponyville.

* * *

Queen Chrysalis watched as the homeland of the reformed changelings lay ravaged from her army. She couldn't help but smile, stepping over the bodies of the reformed monstrosities that had turned against her so long ago. She relished each and every scream for help. _No-one turns against the hive._ Chrysalis thought to herself.

"Kill every last one of them!" Chrysalis commanded, "Suck their love if you want, but make sure none of these traitors leave this place alive!"

Walls from the reformed changelings' hive crumbled around the grounds. The tree-stump of a throne burned violently, sending puffs of black smoke into the sky. What a perfect day this had turned out to be! Even with Chrysalis' weakened army, they had no trouble in exterminating this pathetic group of pests. Their army untrained (what existed of it anyway), and their subjects scattered to the wind, without any kind of organization what-so-ever. Chrysalis only hoped that Ponyville would be more fun to invade than this.

One of the soldiers rushed up to his queen and said, "Queen Chrysalis, we found more shards of your old throne. What would you like us to do with them?"

"Hmmmm," Chrysalis thought to herself, "Collect the shards. They may prove valuable if Tremor and Razor are successful with their infiltration of Ponyville."

"Right away my Queen," the soldier said and quickly disappeared out of sight.

Above Chrysalis, her swarms chased down escaping traitors, pummeling them into the ground. She watched a few gang up on a lone escapee, and giggled as her subjects took turns sucking the love from the poor soul, until he lost consciousness and fell to the ground with a thud. The changeling queen almost considered joining her subjects for a little fun. She glanced around the madness that unfolded before her, some minions hunting down reformed changelings while others simply played with their prey.

Chrysalis' smile only grew wider when a very special leader of the reformed changelings had been captured, and brought up before her. "Well, well, well. So, you're the leader of all these miscreants." Chrysalis said, peering down into Thorax's eyes. She barred her teeth in a sadistic grin, having dreaming of this day for a long time. "You've made yourself quite comfortable here, haven't you?"

Thorax struggled to free himself, but with four changelings already holding him down, he had no chance at escaping. "They trust me as their leader more than you. I don't try to bully or threaten them!" Thorax exclaimed.

Chrysalis only laughed at him and said, "And where have these wonderful leadership skills gotten you?" Letting her face grow close to his, she watched Thorax beginning to sweat. She watched the fear in his eyes growing, his pupils shrinking as she said with a hiss, "Your army was useless. Your subjects scattered like a confused herd of cattle when they saw us. And, you don't even understand the meaning of the word retreat." Narrowing her eyes, Chrysalis sneered, "All you did Thorax, was set up a buffet line for my changelings."

Thorax gulped. He knew he wasn't getting out of this alive. He didn't even know how much of his kind were still alive. "I-It doesn't matter what you do to me. J-Just let the others go." He stammered, doing his best to look tough.

The sight of Thorax putting on such a show only made Chrysalis laugh out in hysterics. The timid little changeling now wanted to be brave. "There's no one left!" Then slamming her hoof against Thorax's throat, she shoved him to ground, crushing his wind-pipe. Chrysalis watched the changeling struggle, kicking up and trying to free himself for air. Crushing his neck only further, Chrysalis spat, "Just like how you left me that day. You took all of my subjects from me, you and that unicorn Starlight Glimmer."

The other changelings hissed at the name. Thorax froze in terror, guessing at Chrysalis' intentions. The queen of course, noticed immediately. "What's wrong?" She mockingly asked, "Afraid I might hurt her?" Then swinging her hoof at Thorax's face, she kicked him across his own kingdom. The other changelings made a quick grab at him, to prevent him from running off.

Bleeding from both his nose and mouth, Thorax coughed and gagged for breath. His body trembled from the beating. He could feel every crack in his ribs, his heart pounding in his chest. "You'll . . . You'll never get to her. She's too powerful . . .and Twilight . . ."

Chrysalis kicked Thorax in the gut, almost sending him flying back, if it wasn't for her changelings hanging onto him. "Twilight and her princess pals are too busy quivering in fear from my army. They will fall just as hard as you have fallen here. Mark my words." Chrysalis grit her teeth as she spoke.

"Y-You'll never win." Thorax continued, "Y-You don't have the army to do it. If this is all you've got . . ."

Again, Chrysalis couldn't help but laugh at the fool's ignorance. "You're right about that." She said, then pulling out a jar of bubbling liquid, and a hoof-full of black, rotten acorns, Chrysalis explained, "That's why I've got these. The seeds and growth formula to grow back my beautiful army."

Thorax's eyes grew wide as Chrysalis delighted in his horror. "You see, I have a powerful friend in Canterlot. She's been gracious enough to provide me with a few seeds to expand my army. All I need is this magic sauce, a few bugs . . ." Chrysalis trailed off, shoving Thorax's head back with her hoof. "and each and every bone in your miserable little body."

"N-No!" Thorax cried. Pure terror filled his eyes. "You can't . . ."

"I will," Chrysalis corrected. "Actually, they will," She added, pointing to the changelings holding him down. "And this time Thorax, I will not fail. And don't worry, your band of traitors will be joining you soon."

Having stared long enough at the pathetic Thorax, Queen Chrysalis commanded, "Kill him, and bring me his bones with the others."

"Yes, Queen Chrysalis," her minions happily announced.

Buzzing into the air, Queen Chrysalis hovered down to where the wooden throne smoldered. Kicking out the flame, she laid her little seeds of destruction into the ground. The excitement rippled through the queen's body as she buried the seeds. This would do it. This would give her back the army that had been so ruthlessly ripped from her. This was justice.

When one of the changelings brought a complete set of freshly stripped bones, Chrysalis laid them next to her planted seeds. Motioning for her onlooking minions to step back, Chrysalis opened up the jar of magically infused liquid. The odor from the jar was that of rotten eggs and molded cheese. It fizzled and sparked, assaulted the nose with its pungency. Queen Chrysalis drizzled the sauce over both the bones and the planted acorns. For a moment, there was nothing.

Chrysalis stepped back, thinking she'd been tricked. But then, the ground started to boil. Dirt gave way and out sprouted a black, leaf barren tree. Rotted to the core, several black stems leeched off the tree's branches, holding the fangs of a Venus Fly Trap on their tips.

"Beautiful," Chrysalis whispered. Then turning to one of her soldiers, Chrysalis said, "The bugs."

The soldier rushed over to his queen with a bottle of buzzing flies he'd captured earlier. He handed it over to his queen and stepped out of her way.

Using her magic, Chrysalis held the bottle out to the mouth of one of the plants on her tree. She cracked open the bottle just enough to let a few of the flies zoom out into the open air. The nearest couple of plants shot out vine like tongues, catching the flies, and reeled them in.

Immediately, the tree growled and writhed, it's base blowing up like a balloon. The bones at the foot of the tree disappeared into the ground. With a rusted belch, the tip of the tree burst as freshly born changelings flew out from their mother by the hundreds.

Chrysalis laughed and pranced around the plant with glee. "This day has been just perfect," She sang, "like the days I used to dream of when I was small." Then slipping the jar of bugs under a few more of the plants, and letting the soldiers litter the tree's base with more freshly picked bones, Chrysalis continued her song, "Soon every single pony, mare, Pegasus and filly, will be mine and Twilight's kingdom, I can't wait for it to fall!"

Chrysalis cocked her head back, and joined her subjects in laughter as the tree grumbled again, throwing up more and more of her beautiful changelings. "Soon Ponyville will lay crushed under my hooves. Day Breaker will fall from grace, and the changelings will rule over all of Equestria!"


	10. Chapter 10

Hello everyone! Here is another chapter for your enjoyment! I would have had this up a few days sooner, but held off on it so that I could make a few adjustments to the chapter. This chapter is a little shorter than previous chapters, but is quite important as we start to see Chrysalis' and Day Breaker's plan for Ponyville start to reveal itself. I hope everyone will enjoy this chapter, and please leave a review if you can. I'd love to hear everyone's thoughts.

* * *

 **Chapter 10**

Day Breaker scoffed at Cloudsdale as she touched down onto its outskirts. Why Chrysalis had requested her involvement in such a trivial task was beyond her. Surely after having provided the seeds to growing back the changeling army, Chrysalis could have handled at least this. _Good help is truly hard to come by._ Day Breaker thought to herself.

When she landed, she inspected the area around her. From her vantage point, Day Breaker could see the culmination of cumulus and cumulonimbus clouds. Streaks of cirrus formed walkways and bridges, while the actual buildings and homes that rose out from the fluffy ground had more of a cumulonimbus structure to them. Being at the edge of Cloudsdale, Day Breaker had a soft valley of thick stratus clouds to trot over before entering the actual city. The whole area though had a pearly white sparkle to it, with rainbow waterfalls in the distance. Large, draping arches in the distance could be seen, with towering pillars of clouds that gave the city an almost mythical appearance.

"At least I'll get to test out my new toys," she said to herself, approaching the city, eyeing the pattering of hooves up ahead. Day Breaker could already make out the army of Pegasus guards that stood watch over Cloudsdale. The squad of armed colts blocked the nearest entrance into the heart of Cloudsdale.

As she approached the soldiers, she saw the horror quickly spreading over their faces. _Interesting. They have been warned._ Day Breaker thought to herself. She wasn't sure if news of her rising had made it up into the heavens. With all the commotion, she expected to take this city by surprise. No matter, these guards were not going to stand in her way. Nothing was going to stand in her way.

Grouping together, the guards formed a line in front of her. A few in the back retreated into the city, setting off a siren which blanketed Cloudsdale in a high-pitched squealing. Every-pony in the city dropped what they were doing, and within seconds, Day Breaker had a hundred pairs of eyes on her, watching to see if she could be stopped. Other guards appeared, and quickly grabbed ponies to start an evacuation. Of course, such measures were futile. None of these ponies were to escape from Cloudsdale.

The future queen of Equestria smiled at her audience, even going so far as to give the soldiers a bow. How she had dreamed of such days, of being the one that every-pony looked to, feared, and obeyed. The path to fulfilling her destiny had finally been revealed. "So much grandeur in your welcome, it really is quite flattering."

"No welcome here Day Breaker! Set one hoof in Cloudsdale, and you will regret it." The standing captain said to her. His voice was firm, and held his weapon steady. She wasn't sure if he the captain was just this ignorant, or if he truly thought him and his colts had a chance.

Day Breaker merely laughed at the soldier. "Oh please, is that how you speak to your future queen?!" and then for entertainment, she said, "Or would you rather call me princess, like the dear Princess Celestia whose body I know inhabit?"

The soldiers gaped at her statement. Some even managed to drop their swords. The very sight of their idiocy struck a chord with Day Breaker and she burst out into laughter. "Don't tell me! No-pony bothered to tell you about me; about who I really am!" She shook her head and approached the soldiers. "Well now that you know the truth, now that you know who stands before you, what ever will you do?"

"We will not let you in here Day Breaker. We will not allow you to harm a Pegasus here. We will defend our city at all costs." The soldiers closed in on Day Breaker, and the evil pony could feel the tension between the soldiers. Now knowing who they were facing, the trembling in their steps could now be seen.

Knowing her precious little army hovered only just below the clouds, an army she'd created thanks to the powers of that magical little book, Day Breaker decided to toy with the soldiers, "As you wish, I shall go no further."

The soldiers stood, anxiously awaiting Day Breaker's next move. They knew it wasn't this easy. They knew that the second they let their guard down, she'd be upon them. It couldn't happen like that. Cloudsdale had only received brief word of Day Breaker after the fall of Canterlot. No details had been provided, only that she was here, along with Chrysalis.

Feeling the sweat trickling down his brow, the captain took a step towards the monster, aiming his sword at her chest. He knew no magic, knew he didn't stand a chance. But if they didn't make a stand against her now, all was lost. "You get away from here! Leave Cloudsdale alone!" He cried out desperately. _I hope to Celestia that at least one of the princesses are left to handle her._ He felt his soldiers moving in on the creature, with him. This was suicide, he knew that. But they wouldn't give up, wouldn't give in to her threats.

Surprisingly, Day Breaker did as she was told. She backed up, the smile never leaving her face. She backed off as the swords and the spears pressed closer to her. The more the soldiers advanced on her position and caused her to retreat, the bigger her smile grew. The captain and his colts had driven Day Breaker to practically the edge of Cloudsdale before he finally asked her with an edge to his voice, "What do you find so funny Day Breaker? Is it because my colts and I have outmatched you?"

Day Breaker only cackled at the ridiculous comment. "Please, if I had wanted you dead, you'd have dropped on sight of me. No," Day Breaker started, narrowing her eyes as she glanced off past the soldiers, watching the city already falling to her minions, "your city is already lost. And I didn't even need to step inside it."

"What?" The captain said incredulously. He spun around and when his gaze fell back to the city, the sword he held dropped from his hoof. Behind him, smoke seeped out of Cloudsdale as thirty or forty blacken shadows of what appeared to be alicorns flew through the air, spewing fire from their mouths. Their bodies dripped black ash, magma like veins spindling up and around their sides and onto their wings, the captain dropped his mouth in horror when Day Breaker removed the sound barrier she'd created to silence out the screams and the cries for help.

The beasts appeared taller than any Pegasus there, and rocketed across the skies. They only needed to touch a pony, and the poor victim caught aflame. They flew through walls, tore through buildings. The once glistening white clouds that had been molded into great coliseums, now blackened against the creatures that terrorized the city. Sparks of lightning flung out from the clouds, endangering every-pony unlucky enough to be in the electricity's path.

Day Breaker stood back, watching her beautiful minions devastating the city. "My, my, my, whatever will you do? Continue this stand-off with me . . . or try and save those helpless little ponies?"

The captain grit his teeth. It really didn't matter now. His soldiers either died fighting Day Breaker head on, or possibly saved ponies within the city limits. "Damnit!" He shouted, and turning to his soldiers, the captain yelled, "Retreat into Cloudsdale! Rescue as many as you can!"

Day Breaker watched as the soldiers all backed away from her. She raised her hoof, happily waving at them, watching as one by one, they turned their backs and flew into Cloudsdale. When they had all left her, Day Breaker charged up a powerful blast of magic and fired it upon the soldiers. She laughed as they careened into the city, some crashing into the sides of buildings, while others slammed into fleeing ponies.

Casually walking into the city, Day Breaker glanced from building to building, staring into the windows, watching the thunderous clouds collapsing onto the helpless few who were inside. Unfortunately, she couldn't have all the fun. Chrysalis and her gang were to arrive later, and Day Breaker had to save some food for the changelings. So, while she could, Day Breaker was going to enjoy every single minute of this bliss. Letting out another laugh, she trotted deeper into the city, watching her creatures lay waste to Cloudsdale.

* * *

Tremor stood firm outside the entrance to one of Twilight's offices. Inside, her and Captain Shining Armor discussed their plans for the great city in the sky. Cloaked in his Brawny Hoof skin, the changeling listened in, taking in the discussion. The more the two ponies discussed, the more it sounded like that of an argument.

"Princess Twilight," the captain began, "I know how you feel, but I have so few Pegasus as it is. We don't know how many changelings are out there. And if we send a small detachment of Pegasus to go up into Cloudsdale and investigate, this could turn out worse than when we searched for Moon Dancer."

"I know that search didn't go as well as I'd hoped. And I'm really sorry for the loss of your colts. But we did get valuable information out of Sunset Star, information that I'd hate to just waste." Tremor listened to Twilight's voice, listening to the stomping around of hooves as at least one of the two ponies inside paced back and forth.

"It's not going to waste. With Sunset Star's information, it gives us a clear indication of where Chrysalis' army is headed, and also just how far away from Ponyville they are. Knowing all this, we can start estimating when they will reach us." More pacing was heard from within, and it was fast, unsteadied pacing. Tremor assumed it was Twilight who moved about inside. Still, the captain continued, "We can use this extra time, right now estimating about two weeks, to get ready, set up our defenses, and of course strategize how we're going to defeat Chrysalis and Day Breaker."

"Two weeks? But that's more than enough time to hit up Cloudsdale, rescue who's up there, and bring them back down! What with Thorax reforming so much of Chrysalis' army, there can't possibly be that many left. And if we strengthen our army with even more Pegasus, that'll give us the advantage over Chrysalis!"

Tremor listened to the two argue. When Thorax's name arose in the discussion, he bit his lip. That traitor had caused so much pain and suffering for the changelings, and for Chrysalis. Tremor remembered those days well. He'd been stationed off in Ponyville with Razor when the great reformation happened. News of the hive's destruction hit Ponyville only hours before the ponies returned. Tremor and his gang were fortunate enough to escape before Twilight and her friends had returned. Some of the others hadn't been so lucky.

 _Queen Chrysalis . . . I hope you're teaching that traitor a lesson._ Tremor thought to himself. After the hive had been destroyed, he'd spent months with his gang searching for their queen. She'd disappeared into the ether. And if Queen Chrysalis wanted to hide, then not even the most skilled of changelings would be able to find her.

Then one day, they'd been searching in the Forbidden Jungle in the southern most portion of Equestria, when they found her. "Tremor . . . I thought I'd lost all of you," He remembered her saying.

"We thought you were lost; my Queen." Tremor had answered back. The time after that was equally rough. Food was scarce, and their army had been a fraction of what it was when they invaded Canterlot. But his Queen was tough, was vigilant, and she was beyond stubborn. It was the quality that Tremor liked best about his Queen. Her determination to survive, to regrow the hive, to make those vile ponies pay for the destruction that they had caused; everyday she woke up with that mission burned into her eyes.

Tremor had heard what Thorax said about never being hungry. He'd heard what the traitor had said about making friends and being happy. What a damned fool that abomination was! A changeling's job was to serve Queen Chrysalis until the day that he died. And nothing made Tremor feel prouder than knowing Queen Chrysalis relied on him for assistance. _I will not let my Queen down. I will never let her down._

From within the room, Twilight's voice rose over her brother's once again, "There has to be something we can do!" She was practically begging at this point, "I could lead them into battle. With my magic, and your Pegasus, we could deliver a serious blow to Queen Chrysalis!"

But Captain Shining Armor stood his ground, "We can't take that risk. If something were to happen to you, then Ponyville would be without a princess. It may not seem that important, but the ponies here need you." The sound of hooves echoed again, only this time, they had a deeper vibration. It must've been Shining Armor who now paced through the room, "Besides, we don't know what's going on up there. We could be flying right into a trap. Chrysalis could have let Sunset Star escape for this very reason."

The desperation in Twilight's voice could be heard clear through the door as she spoke, "Fluttershy, Rainbow Dash, and so many others that are here . . . they have family up there. Are we going to ignore that?"

"Of course not, but flying blindly up into Cloudsdale isn't going to help us either. We'll think of something, but right now, we need to fortify ourselves for when the changelings do come here."

A brief silence, and then, "Don't worry Twilight, we will save them." Shining Armor said. And Tremor imagined an encouraging hug being shared between the two. After another moment, he heard Shining Armor say something to Twilight that he could not make out. Before long, the captain exited the room, and Tremor quickly saluted, awaiting the day when he could finally revert out of this Brawny Hoof skin he found himself trapped in.

Tremor waited a few minutes. He wanted to give Twilight a bit of time before entering, and wanted to ensure the captain had left the castle. When the changeling did enter, he glanced over to Twilight, noticing the pony resting in one of her chairs. She tried to flip through some random history book, but her eyes were uninterested. She sighed and didn't even notice that Tremor had stepped in. The dimly lit room almost suffocated her as Tremor calmly said, "Princess Twilight. Is everything alright?"

The princess lazily turned her head to him, disappointment written over her face. She feigned a smile at her guard and said, "Hey Brawny. Sorry if you heard all that." Getting up, Twilight wandered over towards him. She seemed at a loss for words when she abruptly changed the topic. "How's Sunset doing? It looked like she was really relying on you."

Tremor chuckled at the comment. These ponies sure went all out with their emotions. "She's doing just fine, thank you. Sunset is slowly getting better. I think she's just weak from everything that's happened."

Twilight chuckled at the comment, "I can understand that." Then giving him a real smile, she said, "I can't tell you though how much we all appreciate what you and the other soldiers are doing. Thank you."

"It's always good to be appreciated. Having support of you, Princess Twilight, makes it all worth it." Tremor said, "Having Sunset Star is just a small bonus for me. Some of the soldiers don't even have that." Then turning to the book Twilight had flipped through, Tremor briefly glanced through it. It was a publication on the great defeats of ancient civilizations. Some of which, he knew the stories very well. "Princess Twilight," he began, "will we not be heading into Cloudsdale for a rescue?"

Exhaling a long, stressed breath, Twilight lowered her head and sauntered over to Tremor, pulling the book away from him just so she could skim through its pages. "No, we won't. Shining Armor . . .I mean, Captain Shining Armor is right. We don't have enough soldiers, and it's too risky to go flying up with so few. Not to mention when Chrysalis does show up . . ."

Twilight placed the book back down and Tremor saw the page she'd opened it up to. It was that of an ancient battle where Grizzly Greywing, a once proud if not arrogant Pegasus prince, had attempted a surprise attack on a slumbering army of earth ponies which outnumbered him: seven to one. Tremor remembered this tale well as it was long before the different races of ponies were united in Equestria. Despite the prince's clear advantage with surprise and the gift of flight, the earth ponies ultimately destroyed his army.

Twilight was clearly using her references to help her rule of Ponyville. It was certainly an intelligent decision. Looking back to the princess who had long gone silent, Tremor cleared his throat and said, "But you don't want to give up on the Pegasus."

Twilight closed her eyes and nodded. "It feels so wrong to just abandon so many innocent ponies. It's like we're turning our backs on them."

"It's not right," Tremor agreed, firming up his voice. When the alicorn stared back in surprised, he continued, keeping his gaze locked with hers, "A soldier's duty is to protect the ponies that he is sworn to defend. Whether that's protecting earth ponies, Pegasus, or unicorns, it's why we're here. It's why I'm here."

The princess, taken aback at her guard's outright refutation of the captain's wishes, said, "But it's not that simple . . ."

Tremor only continued his argument, wishing to push the princess into action. "But nothing," and for effect, Tremor paced back and forth, "I get so angry at the thought of turning my back on some-pony who needs help. I entered the service with the expectation that I would be protecting and saving lives. Ask any of the soldiers out there, they'll tell you the same thing."

Twilight stared hard at the soldier, admiring his dedication. "Your captain still has a point though. The battle would be in Cloudsdale, and the small squad of Pegasus that your captain has would be grossly outnumbered."

Tremor stopped. He stepped over to the window and glanced out. He watched the ponies all working together, helping each-other survive through their nightmare. "Before my time in Canterlot, I lived in a small village where no-pony could be trusted, and food was scarce. You either starved to death alone, or died fighting together to keep the village alive just one more day."

He heard the princess gasp behind him. "There's really such places in Equestria?"

Tremor nodded, glancing back to her. "When we fought for survival, we fought together. All of us. Colts, mares, and fillies alike. Each pony depended on the other no matter how small. Many, many were lost to traitors, and other evils, but many more were saved because of our perseverance." He explained, "We survived because we had firm leadership, and a united will with one goal."

Twilight's eyes trembled as the changeling spoke. He had easily drawn her in to his story. "Princess Twilight, I see the same need for unity when I stare out this window." Moving away from the window, Tremor approached the princess, stepping in close to her as he continued, "Those Pegasus in Cloudsdale cannot be abandoned. We don't have enough soldiers to send? Then enlist the help of other Pegasus in Ponyville. Surely with some quick training, they could make up for what we currently lack."

Tremor stood firm, not moving a muscle. He couldn't tell if his approach had worked, or if maybe he had said too much. The princess was a bit difficult to read at times. "We have to work together. All of us."

Eventually, Twilight nodded her head. "You're right. You're absolutely right. We can't abandon those Pegasus. We won't." Twilight turned and trotted back over to her desk. She gazed back at Brawny and said, "Kind of strange that a soldier would argue so harshly against his own captain."

Tremor smiled nervously. He rubbed the back of his head with his front hoof, almost apologetically as he said, "I-It certainly isn't traditional for a soldier to speak out against his superior. If you wouldn't mind . . ."

Twilight smiled, "Of course not. I am the princess after all. If any-pony asks, it was my idea."

"Thanks Princess Twilight."

Twilight smiled in response and before Brawny could leave, she called out to him, "Brawny. I do have one question." And when the soldier turned to her, she asked, "Captain Shining Armor had told me you knew Rain Runner for a long time. Did he grow up with you . . . in the village I mean?"

Tremor turned back, and without thinking, nodded his head, "Yes . . . yes he did."

Twilight then allowed Brawny to exit the room. She felt nervous for having done a complete one-eighty on her position compared to how her brother had left her. But Brawny was right. Ponyville was filled with Pegasus. Certainly, they'd be able to triple or quadruple the size of the Pegasus army, at least by that amount. It'd take more thinking, but with a little luck, everything might work out. _And if we manage to bring back enough Pegasus, Shining Armor could take over control of the city while the girls and I go stop Day Breaker and Queen Chrysalis!_ The thought excited Twilight, and potentially meant an early end to this conflict.

The room suddenly grew dark, so dark that Twilight had to use her unicorn horn as a lantern. Rushing to the window, the princess found that Day Breaker had switched the day into night. It had only been a little past the noon hour, and the moon was high in the sky. Ponies scampered around, rushing their foals indoors, as if the end of days was coming. But Twilight knew, this was only a trick. And, it was only the beginning. "We have to hurry and stop this." She said to herself, and then turning to her desk, Twilight began to draw up some plans for the mission to Cloudsdale.


	11. Chapter 11

Here is another chapter for everyone to read. I also want to say that I feel bad for using incorrect terminology of multiple Pegasus ponies (pegasi) and will try to use Pegasus ponies or pegasi from here on out. I may go back at a later time and correct previous chapters that incorrectly referenced multiple Pegasus ponies as just Pegasus. So, I do apologize for that little error.

Otherwise, enjoy this chapter! And if you're able, please leave a review!

 **Chapter 11**

Shining Armor stared out over a clearing of ground just south of the Town Hall. His soldiers had spent several hours clearing the grounds for training the civilian pegasi with his soldiers. He gazed out, watching his drill sergeants working with the newly drafted pegasi to prepare them for the upcoming mission to Cloudsdale. It baffled the captain how Twilight had done a complete turn-around from where he'd initially left her. Sure, with all the new hooves carrying weapons, his Pegasus army had grown five times the size it was before; easily over a hundred pegasi. Many though were stepping up to the plate without having ever swung a sword before. Some of them were barely adults.

"What came over you Princess?" Shining Armor asked himself. He'd been given a week to prep these "weekend warriors" for battle. Princess Twilight had explained to him that the sooner they get out, the better their chances were of bringing back survivors. Nothing to argue there, but it also meant a small window of training them.

The only consolation was that he managed to get Twilight to agree that if Day Breaker made any kind of appearance, all of the soldiers would retreat. Shining Armor would have flat out refused his sister's orders if her stubbornness hadn't at least let up on that. _Still, she's my sister. She understood the recklessness of just jumping into the air. She's smarter than this. What could have possibly changed her mind?_

"Well here you are captain," came a voice from behind. When Shining Armor turned around, he found Rarity standing before him with a wooden cart stocked full of armor and gear for the new recruits. "I do hope they hold together."

Shining Armor breathed a sigh of relief. He'd put a lot of pressure on Rarity to get the uniforms for all the new ponies done by today. They'd already been training for five and a half days, and not having protective gear would've placed the new soldiers at a terrible disadvantage. "Thanks Rarity. I'm sorry to have asked you on such short notice, but . . . Twilight's adamant about this."

Rarity nodded her head in understanding, "Of course she is. Why she's just doing what I think any one of us would do. But," and Rarity stepped out beside the captain. She glanced out over all the training. "But I don't think any of us expected her to do things like this." Rainbow Dash was doing just fine with her sword. Rarity already knew the speedster would be fine. It was in her blood after all. Fluttershy though, and even Derpy, those two she worried about. They weren't warriors. They didn't belong down there, but the princess' decree was very specific: "All able Pegasus ponies of age are to participate in a mandatory rescue mission to Cloudsdale. One week of training will be provided along with armor and weaponry."

"I just hope the uniforms and armor I sewed up will hold together." Rarity said, watching the various Pegasus ponies spar.

"I'm sure you did just fine Rarity. Why wouldn't they hold up?"

The unicorn released a long yawn. Her lack of sleep over the past several days finally catching up with her. "Well I've never sewed anything quite like this before. Not to mention my sewing machines weren't designed to handle such thick, tough material. I'm afraid I dulled quite a few needles, and broke a number of others."

Shining Armor sighed as she glanced back to Rarity. "I'm sorry you had to go through so many supplies. I wish I could say I'd replace them. But we don't really have access to anything outside of Ponyville right now."

Rarity brushed it off. She knew it wasn't his fault. "It's nothing to fret over really. I buy my needles in bulk, so it's not like I'm out. And the experience certainly never hurts. The colors are something left to be desired though. I think I would have went with something a little more . . . avant-garde."

Shining couldn't help but chuckle at the unicorn's comment. The uniforms and armor never were kept up-to-date fashion wise. "I suppose they won't be going on display at your next fashion-walk." Then a bit more seriously, the captain continued, "The uniforms and gear have to be functional so that they can protect the wearer. I'm just glad you were able to make enough."

Rarity nodded her head. "Do you think they'll be ready in time? I've never been one for combat, but surely you can't teach them everything in a week."

Shining Armor shook his head. "No, but we have to try." Then turning away from the practicing troops, Shining Armor looked gravely down at Rarity and said, "This whole thing doesn't feel right, Rarity. I don't know why Twilight suddenly became so obsessed with this idea. It's not like I don't understand her but . . ." and the captain had to stop and take a deep breath, "The princess' job is to protect Equestria, and my job is to protect her. I just don't want her doing something she'll regret."

"I know how you feel. But . . . this is Twilight we're talking about. She always has a plan for these kinds of situations. We have to trust her." Rarity said, and then unhooking herself from the cart, she stepped away and said to the captain, "I'm sorry Shining Armor, but I really must be going now. I promised the nurses in Town Hall I'd help them with prepping for injuries . . ." Her voice trailed off.

Shining Armor instantly understood and nodded his head, "Of course. Thanks again Rarity." He said and watched her trot off. Every-pony had to be ready for this battle, even the doctors and nurses. A mission like this was never without its wounded, never without its casualties. _I just pray there won't be many._ Shining Armor thought and then hearing the clanging of a sword as it crashed into the ground, the captain glanced up to see which of the trainees were responsible.

"Derpy Hooves!" He called out, more than a bit annoyed. The Pegasus had struggled with every step of the training, and by all accounts, had fallen behind her peers in learning some of the basics. "How do soldiers hold their weapons?"

He painfully watched Derpy juggle the weapon in her hooves, almost dropping it again. After several seconds of fumbling, and an assist from Fluttershy, Derpy finally managed to holster her weapon properly and stood up straight, sweat dripping from her brow. "L-Like this!" She exclaimed.

The captain sighed and went back to monitoring the rest of the new recruits. Many had picked up basic sword play, while others showed promise with spears and crossbows. However, there were those select few, such as Derpy, who, no matter how hard they tried, couldn't quite keep up with the rest of their squad. Shining Armor forced the thoughts out of his head. He had much more to worry about than his new recruits.

When the captain had disappeared behind another row of training soldiers, Derpy lowered her sword and let out a long, exasperated breath. She felt useless with this giant metal sword attached to her waist. She glanced over to Fluttershy who appeared equally frustrated. At least it just wasn't her. "I don't know if I'm ready for this." Derpy admitted, taking another attempt at drawing her sword. It unsheathed just fine, but the length made it difficult to pull out without hitting herself.

"I know how you feel," Fluttershy said. "But, Twilight needs every-pony's help to save Cloudsdale. We can't just give up." Though she said that, Fluttershy felt her own sword-play skills to be no better than Derpy's. They'd been sparring partners all week only because the others had since mastered the simpler techniques and moved on to more advanced thrusts and cuts.

Derpy looked around, watching the dozens of other pegasi practicing with their swords. They'd been practicing for hours now and she'd just gotten the hang of the horizontal slash. "I just don't think I'm cut out for this. How am I going to be ready in time?"

"By staying on your toes," came a voice from above them. When both Fluttershy and Derpy glanced up, they saw Rainbow Dash hovering over them. Probably one of the few ponies that couldn't wait for the battle to start, sprung down upon them. "You're never gonna take down changelings like that," Rainbow Dash announced not just to Derpy, but to Fluttershy as well.

"B-But . . . we don't have any toes. We're ponies," Derpy protested.

Rainbow Dash rolled her eyes as she swooped down to the girls, "What I mean is, you gotta be ready for anything. When we get up there, it's going to be us and against them." The cyan pony exclaimed, holding up her hooves and making a few boxing motions. "And we're up there to save some ponies, not get captured . . .or worse."

"W-Worse?" Derpy gulped.

Getting the feeling that she hadn't helped, Dash dropped down onto the ground and said, "Come on. We're leaving in like, two days to go fight the changelings. You have to be better prepared than this! Otherwise you won't stand a chance."

Fluttershy sighed. "But we're not used to swords. Even when we went out to fight changelings in the past, we never had weapons like these."

"Yeah, well we don't exactly have all the elements to fight with either; so . . ." Dash started, and then moving up to Fluttershy, she helped the yellow pony correctly grip onto her sword. "Derpy, pull out your sword in a defensive hold."

Quickly nodding, Derpy yanked out her sword, and using the grip near her hoof to help hold it in place, she positioned the blade as she had learned earlies. Rainbow Dash then guided Fluttershy's hooves through the proper motions of holding her sword and of swinging it. "Keep yourself balanced, and the sword at an angle, like this."

Fluttershy watched and nodded, letting her friend guide the movements of her blade. After a few minutes, Dash released her grip from the sword and allowed Fluttershy to attempt it on her own. The animal lover did great, though her sword still wobbled in her grip. Obviously, she was unaccustomed to the extra weight of the blade. Still, progress was progress.

"Alright Derpy, you're turn." And before Derpy could back away, Rainbow Dash had joined the gray pony and helped her in the same fashion. Derpy took considerably more effort to get on track. Her crossed eyed vision made it difficult to keep the blade straight and away from her face. The more Rainbow Dash worked with her, the more hesitant she became with the two.

Both Derpy and Fluttershy were oddballs when it came to battle. Derpy didn't have the coordination to properly handler her weapons and defend herself. Fluttershy didn't have ferocity required for such a fight. _With these two flying around up there, something's bound to happen._ Rainbow Dash thought to herself, and she couldn't spend her time babysitting them either. No-pony could. Everyone needed to be at their best if this was going to work.

When Derpy fumbled with her sword yet again, almost cutting herself, Rainbow Dash finally stepped in and said, "Okay girls, why don't you take a break and uhhhh . . ." her voice trailed off and she glanced around, trying to figure out something for them to do. Out of the corner of her eye, she spotted Apple Jack approaching the army with an enormous cart of apples. "Why don't you take a break and have a bite to eat. I-I'll be right back."

With that, Rainbow Dash hurried off towards the castle, hoping that maybe Twilight would keep those two out of battle, at least for now.

* * *

Twilight stood in the main hall of her castle, a small group of earth ponies and unicorns gathering around her. Word had spread fast of the planned mission to Cloudsdale. Of course, with all the pegasi training outside, one would need quite the thick skull in order to be clueless of what was going on.

"Princess Twilight," said one of the ponies, "you just have to make sure your soldiers find Sparky Mint and her family. Why they always used to come by my place before the storms would start and make sure I was safe." One of the older earth ponies explained, "I'd hate to see anything happen to them."

Another pony chimed in, "And Cinnamon Steam was always fond of Ponyville. For him to be rescued and brought back here . . ."

The small crowd heckled Twilight with names and stories of various pegasi whom they believed to be up in Cloudsdale. Twilight attempted to calm the crowd by saying, "Our soldiers are doing everything they can to prepare for the upcoming mission to Cloudsdale. I promise they'll rescue as many pegasi as they can. Bringing as many of those ponies to safety is our top priority."

The crowd of hopefuls cheered at Twilight's words. The princess could only smile politely as she listened to story after story of the ponies that needed to be rescued. While she avoided making specific promises regarding named ponies, Twilight held strong with the notion, "our soldiers and new recruits have been training hard. They'll be more than ready to fight the changelings, and bring the pegasi to safety."

As Twilight spoke and navigated her way through the crowd, she caught sight of the door on the other end of the hall. Standing awkwardly at the door was Rainbow Dash. The cyan pony looked a tad nervous, and out of place amongst the others. Compared to the crowd that piled onto Twilight, Dashie looked as though she'd been tossed to the side.

Not wanting to keep her friend waiting, especially if it were something important, Twilight turned to the ponies and said, "Thank you all so much for your concern. I'll be sure to pass on your messages and support to the troops. If I may, I have other matters I must attend to."

The ponies began to disperse, leaving the castle whilst talking amongst themselves. Letting out a sigh of relief when the herd had parted ways, Twilight trotted over to her friend and said, "Hey Rainbow Dash? What brings you here?"

Dash, having been a bit surprised at the attention Twilight had received, couldn't respond right away. It was this moment that it truly hit her. She was speaking to a princess, and not just her friend. Of course, Dash had always known Twilight to be a Princess of Equestria, but this was the first time the role had this big of an impact. Lost in thought, Rainbow Dash quickly woke out of her stupor when she noticed her friend's concerned stares. "Sorry Twilight . . . I guess all the ponies here threw me for a loop."

"They're worried about friends and family in Cloudsdale. It's only natural they'd come to me." Twilight answered.

"Yeah, I guess so." Dash said, hesitant to bring up her problem.

Twilight, sensing the pony's uneasiness, asked, "Something wrong Rainbow Dash? You're not quite acting like yourself."

"Well, truth is . . . I don't think Fluttershy and Derpy should be going up to Cloudsdale with us. They're not making progress with their training, and I don't think . . ."

"Rainbow Dash, have faith in them." Twilight interrupted. "Give those two a little more credit. They may not be fighters like Shining Armor or even yourself, but that's okay."

"What?! How? We're going up to battle changelings remember?" Rainbow Dash asked incredulously. She even flapped herself up into the air, moving her hooves about melodramatically. "Derpy can barely hold her sword, and Fluttershy would have difficulty slicing a flower in half!"

Twilight giggled. "I don't think they'll be slicing flowers in Cloudsdale." Noticing the lack of amusement in Dash's eyes, the princess continued, "Still, fighting changelings isn't all that needs to be done on Cloudsdale. Those two may not be your best fighters, but I think together they'll make a formidable rescue squad. Remember why we're going up there."

Crossing her hooves, Dash glanced to the side and said, "Yeah I know, but still . . ."

"I also need every-pony working together on this." Twilight explained, walking around the hovering Rainbow Dash. "We need all the pegasi working together if this mission is going to be a success. If some start dropping out, then that's going to affect our ability to rescue other pegasi." Then getting a bit more serious, Twilight said, "And after all the ponies that I just spoke to, I'd hate to have to go back and tell we failed."

Sighing, Rainbow nodded and said, "I guess you're right. It's not like there won't be any pony to look after them too."

"I'm sure you'll all do just fine Dash." Twilight said.

Nodding, the cyan Pegasus looped through the air and around the castle. "You're right," she said, "everything's gonna be fine! Sorry I worried you Twilight!" Then without waiting for her friend's response, Rainbow left the castle. She wasn't sure anymore what she had hoped to get out of that little meeting, but with Twilight's refusal, Rainbow Dash had to work harder than ever to make sure both Fluttershy and Derpy would be ready.

* * *

Unloading her cart, Apple Jack passed around apples to the various soldiers and civilian pegasi training for the upcoming rescue mission on Cloudsdale. Having been out of the loop, she missed the whole obligatory draft that had circled Ponyville. It struck her as odd that even Derpy and Fluttershy were training with the soldiers. They looked anything but military material.

When the two came up for their apples, the country pony couldn't help but bring it up. "Whatcha all doing training with the army for? You two don't look like the soldiering type."

Fluttershy and Derpy exchanged glances before the animal lover answered in her usual soft voice, "Umm, well Twilight is planning a rescue mission to Cloudsdale and she wants every Pegasus in Ponyville to help out."

Quickly catching on to the situation, Apple Jack asked, "The changelings are attacking Cloudsdale? How in the hay are ya'll supposed to tell the difference between changeling and Pegasus?"

This time, Derpy chimed in, "We're supposed to start with ponies who can prove their identities. Then branch out from there."

"It's not like Chrysalis has her full army anymore," Fluttershy said, "but . . .

"But what?"

"The training is really difficult," Derpy admitted.

The three stopped and watched as Rainbow Dash zoomed by overhead. She rocketed past them, and landed on the other side of the training field. The three ponies watched the rainbow Pegasus for a moment. Of all the draftees, she had the most skill and experience to successfully confront the changelings. Her agility and strength, combined with her fighting spirit, placed Rainbow Dash at a far greater advantage than most of the other pegasi training here.

"When is the big fight anyway?" Apple Jack asked.

"About two days from now," Fluttershy said. "Oh, I hope we'll be ready in time."

Feeling her friend's nervousness, Apple Jack tossed the girl an apple, and tossed one to Derpy as well. "Well I hope ya'll kick some changeling butt. Eat an apple and keep yer strength up. You're gonna need it." Apple Jack said, "I kind of wish we could all go with ya. Give those changelings a beating and have them running back to where they came from." Then thinking about Twilight and how she must be doing, Apple Jack realized she hadn't spoken to the alicorn since Ponyville got tossed into her lap. "How is Twilight doing anyway?"

"Well, I think she's doing okay. I don't get to see her that much," Fluttershy admitted. "We've been training out here for so long . . . but from what I've heard, she spends a lot of time studying old maps of Equestria and a lot of history books." Hanging her head, Fluttershy finished, "I don't think she really knows what to do."

"I can't say I blame her for that," Apple Jack admitted, "So much of this mess has just been tossed into her hooves. I can't rightly say any one of us would know any better." Then stepping over to her cart to unload some more baskets of apples, the earth pony said, "Well, I better get myself back to work. The sooner I can get these apples delivered, the sooner I can get back to the farm and buck you ponies some more."

* * *

Standing at his post, Tremor observed the going-ons of the castle. Only a handful of visitors ever entered the place, and many were repeats. The mayor had been in attendance earlier for discussing pony safety and the upcoming mission to Cloudsdale. Captain Shining Armor would randomly grunt back and forth between the castle and his army. Fortunately for Tremor, the good princess refused to be swayed from her path of rescuing the pegasi from Cloudsdale. And, she took full credit for wanting them up there, never mentioning reliable ole Brawny Hoof.

Other visitors included random drive-byes from some of her pony friends, and a small purple dragon that waddled more like a penguin than a lizard. Tremor supposed the little runt was Twilight's assistant or something. Queen Chrysalis had spoken of Spike, but only in passing. It peaked his interest though when he had learned the dragon could receive messages via puking fire? The changeling wasn't entirely sure how to describe the ability. He'd only seen it once, and it didn't particularly look like a pleasant experience. _So that's how mailboxes must feel._ He had thought to himself at the time.

Speaking of the dragon, Spike was now waddling towards the door to Princess Twilight's private office. When Tremor saw the runt approaching, he put on his best smile and seeing the familiar scroll clutched tightly in hand, Tremor inquired, "Another message for the princess? From Princess Cadence again I presume?"

Spike shook his head. "Nope. This one's from Starlight Glimmer. Just giving a status update on her village for us."

"Starlight Glimmer?" The disguised changeling asked.

"Yeah, have you heard of her?"

 _Yes, as a matter of fact I had._ Tremor could have growled at the mere mention of the monster's name. It had been that very pony who'd turned so many changelings against his Queen. "As a matter of fact, I have. I heard she was quite powerful with her magic, that she was the one who reformed all those changelings a while back."

Spike nodded his head. "Yep! That's her! She's incredibly strong with her magic too! Probably on the same level as Twilight!"

Tremor could've slugged the little pipsqueak; talking about Starlight Glimmer as if she were some kind of hero. Because of her, countless lives were destroyed along with the hive, along with Queen Chrysalis. "Where is she now," Tremor carefully asked, not wanting to sound too eager. "We could sure use another unicorn with that kind of power."

"Up north." Spike replied, "at her old village, protecting it from Queen Chrysalis and Day Breaker. Though it doesn't seem like anything's happened there yet."

Tremor nodded, opening the door for the dragon. "Well I'm sure her writing means she wants Princess Twilight updated as well, and not just me." The dragon happily agreed to the statement, and Tremor finished, "Princess Twilight should be in there. And if it's not too much trouble, could you tell her I'm going to stop and see Sunset for a few minutes?"

"Of course! Go ahead," Spike said, and when the dragon had disappeared into the room, Tremor exited the castle and trotted to Town Hall, to Sunset Star.


	12. Chapter 12

Hey everyone! I'm so sorry for the delay. This chapter took quite a long time for me to write. I wanted to make sure I got this chapter done just right. It's quite a long one, so I hope that makes up for the wait. I won't say anymore as this is the big raid on Cloudsdale. I considered splitting it into two chapters, but couldn't find a good place to break it apart, so left it as one. Hopefully everyone enjoys! And please, leave a review if you can. I'd love to hear from you. Enjoy the chapter! 😊

 **Chapter 12**

Twilight sat in her bedroom, staring out the window overlooking Ponyville. She hadn't slept the previous two nights, yet she remained wide awake. The reason was simple, today marked the day that the pegasi would fly up to Cloudsdale, and fight for those trapped amongst the changelings. However, doubt had cast itself into Twilight's heart. Her body shuddered as she pondered over the events that would transpire. "Is this really what I should be doing?" Twilight asked herself. "I'm putting so many lives at risk . . . many of whom I've forced into fighting . . . including my friends."

Twilight's heart raced as she stared out over the gloomy town. Storm clouds had settled in, blotting out the sun for over a day, with no sign of relenting. Word had spread across Ponyville of Twilight's plan. She saw the results only a couple days ago with the praises from concerned friends and family of pegasi up in Cloudsdale. Of course, now, she heard whispers of ponies critical to her plans. "Risking so many lives for so few," and, "flying blind into a thunderstorm never ends well" were the nicer of the faceless voices that she would overhear from her bedroom window.

"Maybe they're right," Twilight said to herself. "Maybe I'm just on a fool's errand and am going get some pony killed." Of course, thinking the way she was ignored the pegasi that lay trapped up in Cloudsdale. Family of Sunset Star's, family of Fluttershy and Rainbow Dash. If Twilight wasn't mistaken, Scootaloo had been up in the city when everything happened as well. That only accounted for some of her friends and family though. Many ponies in Equestria had loved ones up there. "We can't just leave them though. We have to try."

The princess wished to Celestia that she could fly up with them; that her and her friends could go. They'd saved the world countless times. The only thing that had changed now was that both Celestia and Luna were gone. The only ones for guidance that Twilight could consult were on the other side of Equestria. Both Cadence and Starlight Glimmer showed concern with her plan when she'd contacted them about it via Spike.

Starlight Glimmer had responded with, "Are you sure this is a good idea? You seem to be rushing into things. Don't do something that'll get all of you killed. Without you Twilight, we're as good as gone."

Princess Cadence's message was worded a bit more elegantly, but passed along the same sentiment. "In these dark times Princess Twilight, it's vital we consider the well-being of our peers, and help as many ponies as we can. That being said, we have to watch our step so that we don't fall victim to Queen Chrysalis' traps. Be careful. You know better than I on how cunning she can be. Think this through, for the changelings will surely come for you next."

Twilight glanced down at their responses as she waited for Shining Armor. He was out prepping the soldiers for departure at this very moment. When all was ready, he planned to return and have Princess Twilight see off the troops. The captain questioned her many times over the plan, and how it was to operate. Each time Twilight had to respond, she was less sure of herself, but also stubborn enough not to back down. Maybe that was wrong of her.

Letting out a sigh, Twilight said to herself, "I wish Princess Celestia were here."

As if on cue, a knock came at the door from behind her. "Come in," she said weakly.

The door opened slowly, and Spike poked his head in. His eyes filled with concern, a smile lost from his face. "He's here," were the dragon's only words.

Nodding, Princess Twilight stood up, and grabbing her notes for a brief speech she knew she'd be giving, followed her assistant out into the hall. The walk to the main throne room was done in silence. Spike had nothing he could say to ease Twilight's worries, and Twilight had nothing she could say to reassure Spike. Everything was now up to the skills of the soldiers.

Entering the main throne room, Twilight noticed Brawny Hoof standing tall in the far corner. When he saw the princess, he gave her an encouraging smile, and a wink for luck. Twilight couldn't help but smile at the guard's gesture. She felt a little better knowing he was there for her. Then glancing to the circle of seats that surrounded the map of Equestria, Twilight found her brother, standing patiently between Rainbow Dash's seat and Spike's seat.

Taking in a deep breath, the princess stepped over to her brother. She expected him to glare down at her in frustration for being forced into this position. Something the princess had grown accustomed to over the past week. But not today. Instead, Captain Shining Armor gazed upon his sister with a kind, supportive smile. He stepped up close to her and said, "Twilight, I want you to know that while I'm completely against this idea, I'm right behind you on it."

Having not expected such an answer, Twilight couldn't help but ask, "You are?"

"Yes, because I understand your desire to protect as many ponies as possible. And of course, how these pegasi may help Ponyville. So, no matter what happens, I want you to know that I'm here from you."

"Thanks Captain."

Nodding, Shining Armor finished, "Lets' go then. The soldiers are waiting."

Leading the princess out of the castle, Shining Armor and several other soldiers guided Twilight through Ponyville. She gazed around speechless. Ponies and foals alike stepped out onto the streets and began to follow them in a sort of procession. Some ponies muttered to each other, grimaces coating their faces. Others appeared more hopeful, proudly commenting on the soldiers that had been training all week.

Even other ponies just sat at their porches, watching in disgust as Twilight was paraded through the town. She required no clairvoyance to understand their line of thought. "They're thinking I'm making a huge mistake with this." Twilight couldn't help but take note of as the group passed.

Shining Armor looked in the direction that his sister had indicated. Sure enough, he saw the furious ponies whispering amongst each other, before retreating back into their houses. "Of course, they do. They're worried about what might happen to the soldiers we send up. Not every pony will agree with your decisions."

Twilight's shoulders slumped and she lowered her head in despair. "Just like you . . ."

Noticing her reaction, the captain added, "But you're the princess. And every-pony, even if they don't agree with you, understands why you're doing this. Being princess, you're going to make some difficult choices, and this is one of them. You could very well be sending these soldiers to their death; or, you could end up bringing back a wealth of pegasi who will never forget your name. We all hope and pray, that the latter happens."

Putting a hoof around his sister, the captain finished, "Come now, the soldiers are already in formation."

Twilight looked up, and sure enough, they had arrived at Town Hall. Every soldier lined up in perfect formation, uniforms hugging their bodies, swords and spears tucked safely away. From her vantage point, Twilight could see both Fluttershy and Rainbow Dash sternly focused on both her and the captain. The soldiers stood like statues in groups of twenty, each group standing in diamond formations. At the front of each diamond, squad leaders barked commands to their soldiers, demanding straighter lines, perfect postures, and absolute silence. With over a hundred pegasi gathered around, little room was left for both Princess Twilight, and Captain Shining Armor.

"Attention!" One of the commanding officers exclaimed from some unknown location. "Company, bow!"

At those words, every soldier bowed down to Twilight. Taken aback, she looked over to her brother for support. Her lost eyes spoke volumes to the weathered captain and he returned her gazed with a knowing smile. This was a soldier's loyalty, every soldier's duty.

Then stepping away from the princess, Shining Armor approaching his soldiers, eyes gazing from the rumbling grey clouds above that blew a chilling breeze through land, to the iron-faced soldiers that had worked so hard below.

"Soldiers, today is the day that you have all been training for. Now I realize that some of you have had only a week's worth of training, but this is a situation none of us saw coming. We do however, have an obligation to Princess Twilight, to our neighbors, to our family and friends; to protect them, serve them, and ensure future generations the peace we took for granted for so long. Some of you are more familiar with this pledge than others." The captain paced back and forth, making sure each and every soldier could see him, "Whether you've been in in service to the royal princesses all your life, or are about to experience battle for the first time, know that what you do up there today will never be forgotten. You are, as of now, united as one. Remember that, for it will save your life."

Shining Armor stepped to the side and motioned for the princess to take her place, and address the soldiers she had chosen to send out. Twilight looked over the sea of pegasi, seeing familiar faces such as her friends, as Derpy's, and then many more whom she did not know. Apart from those she recognized, Twilight couldn't distinguish soldier from civilian.

She inhaled a heavy breath, and glancing at her prompts, she spoke, "What your captain has said couldn't be more true. You've all come from different walks of life, from different families, different homes. Brought together by a single goal, all of you pegasi stand before me today. Whether you were soldiers when this tragedy began, or were recruited only days ago, I'm proud to have you all standing before me."

Twilight's voice quivered and she took a moment to dry her eyes. The emotions had suddenly run amok and gave weakness to her voice. "I wish I could tell you that I knew what was up there; that I knew how many of them you faced . . . but I cannot. I cannot even tell you who will come back alive, and who will not. There is only one thing that I can tell you, one thing I can say with the greatest of certainty." Gulping, Twilight took in a deep breath and said, "I can say thank you. Thank you for being here. Thank you for risking your lives. On behalf of Ponyville, Cloudsdale . . . on behalf of Equestria, I thank all of you now." At this point, her voice had started to break up, and so Twilight finished, "I, Princess Twilight, thank each and every one of you. Please, be safe."

Looking to the commanders of each unit, Shining Armor nodded his head, "Take-off!" He shouted.

A wave of thunder began on one end of the display and rumbled across the pegasi as each squad took off into the air. A flurry of silver lifted up, siphoning out of Ponyville and high into the dark clouds. Each squad followed the one before it. Squad leaders and other pegasi shouted orders, making last second adjustments to their soldiers' positions. Gusts of wind bent over the grass and shrubbery as the final group of ponies lifted up into the sky.

Twilight watched the spectacle before her, doing her best to remain calm. Once the final Pegasus had vanished from sight, Shining Armor used his magic to close up the hole in the barrier. A hole that wouldn't have been needed under normal circumstances, but allowed for a smoother flight for all of the soldiers.

Stepping up to his sister, Shining Armor said, "You did well."

"I hope so."

* * *

Ponyville quickly disappeared under Derpy's hooves, her wings carrying her high into the atmosphere with her fellow soldiers. She could feel herself sweating, her sword weighing down as she distanced herself from the safety of Ponyville and its barrier. Thoughts whirled around in her head. What would they find in Cloudsdale? How would they go about rescuing the other pegasi? What about her family? Where were they? Derpy sighed. She felt lost among her squad of soldiers. Out of place, and out of reach. Derpy looked over to Fluttershy, finding the Pegasus in much a similar state. Sweat trickled down her brow, despite the air becoming quite cool. She noticed the yellow pony whispering to herself, reassuring herself that everything would be alright. Then looking around, Derpy noticed others in a similar state of prayer. No pony was content, nor excited about the coming battle.

In a strange sense, Derpy took comfort in this. She wasn't the only one fearing the journey ahead. Even the seasoned soldiers were hesitant to chatter. They mostly remained silent, with the only exception being questions regarding where they would land, and how they would go about their search. Their squad leader had few answers for his soldiers. "We'll arrive on the southern tip of Cloudsdale. After that, we'll need to secure our position and scan the area, before breaking off into our search parties."

The pegasi climbed higher into sky, only starting to approach Cloudsdale's usual altitude when up-ahead, a thick misting of stratus coated the skyline. Derpy could see the squad leaders searching for paths around it, but the white, ghost-like clumps were just too far-reaching to circumnavigate. At seeing the behemoth, a tense air spread through Derpy and her fellow soldiers. Flying through such thick clouds would place their visibility at almost zero. With so many soldiers, they risked the dangers of mid-air collisions.

Their squad leader, Piercing Wing, communicated with the others and for a moment, it appeared as though they might turn back. With a wave of the hoof, the Pegasus turned around and announced, "We're going through this as a group. Stick close together and stay behind me. Chrysalis is using the city's defenses against us. We're easing in nice and slow, but let's avoid mid-air stops if we can."

With that, their Piercing Wing turned around and Derpy followed the row of soldiers ahead of her into the blanket of white. As expected, their visibility dropped dramatically after entering the cloud. As per Pegasus Best Flight Practices, Derpy stretched out her tail in unison with the others. In this manner, she could follow the tail of the soldier ahead of her, and the ones behind could do the same. It also meant that if visibility fell further, she'd collide with another's tail, before colliding with the actual Pegasus.

The flight up into the clouds continued and Derpy began to lose sight of Fluttershy and the soldiers around her. The thick cloud drifted between her and the others, separating them with its foggy innards and almost completely obscured the tail she followed. The light color of the soldier's tail made it all the more difficult to see and she sped up just enough to bring more of the soldier into view.

"S-Shouldn't we slow down?" Derpy called out to the soldier ahead. "It's getting worse!"

"Keep moving Derpy," was the reply, "We're almost there."

A loud crack rippled through the skies. It sent tremors through the cloud along with a sudden gust of wind. The gray pony tilted her head up towards the heavens and saw flickers of blue and purple reflecting across the white puffs of the cloud. "Lightening . . .?" Derpy whispered to herself. The words had barely escaped her lips when a black, fuming meteor opened up the clouds and fell towards her. She dodged just in time to avoid the collision and staring down at the tumbling rock, Derpy's eyes went wide. "N-Noo . . ." for what she mistook as a falling meteor, was actually a Pegasus.

Another rumble from above and then Derpy stopped. She'd breached the foggiest portion of the trip and now could see for at least a hundred or so feet in any direction. The rumblings of lightning still arched above her, but now not one, but eight or nine ponies plummeted towards the earth. Black smoke trails arched out, following the pegasi back to earth.

"Derpy, hurry your flank up!" came a soldier from behind. He flew so fast, almost headbutting Derpy out of the clouds.

"B-but . . . the others . . ."

"No time! Changelings behind us! We have to regroup!" The soldier exclaimed, and grabbing Derpy's hoof, rocketed up towards the clouds.

"No . . . we can't . . ." Derpy screamed, but the soldier ignored her. They flew straight up into the lightning, and it was only then that she heard the buzzing of the changelings below. Derpy couldn't take it. A bolt of lightning arched through the sky only a few feet in front of them and she winced her eyes shut. She didn't want to be here anymore. She wanted to go home!

The soldier dragged her through the clouds, and she felt her body whipping around from side to side. Feeling a bolt of lightning singe her legs, Derpy cried out in pain. The blackness of her closed eyes lit up with bright blue, indictive of the bolt's color that had struck her. Her ears rang with the sound of thunder booming across the sky.

"Open your eyes soldier!" came the voice, and Derpy didn't want to. She shook her head, and suddenly felt his hoof swing across her face. "Now!"

Reluctantly, Derpy opened her eyes and found herself near the edge of Cloudsdale. She looked around, almost dazed, watching as soldiers darted around the sky, avoiding the lightning bolts that spiderwebbed through the clouds. Some even attempted to retreat back down towards the earth, but changelings had slowly started creeping up into the sky with the soldiers. Dozens of them burst out through the clouds and pulled screaming soldiers away, out of sight.

"Look at me, Derpy!" the soldier screamed, forcing her face into his. "We have to get to Cloudsdale! We're not going to make it out here! Let's go!"

Derpy quickly nodded, and shaking her head free from the sight beneath her, she followed the soldier into Cloudsdale. Tears streamed down her face, hearing the cries below, and the striking of lightning. It took everything inside the pony to keep from breaking down. Each bolt, each flash and pang of lightning shook Derpy's body, and she couldn't help but imagine pegasi dropping from the sky. Even the sword, safely holstered at her side seemed hell-bent on pulling her back into the electric hell.

Flapping her wings with everything she had, Derpy somehow managed to follow the soldier up into Cloudsdale, and landed near several others in a small park near the center of the city. Derpy's eyes almost bulged out of her head as she panted for breath. She looked around, expecting a flurry of changelings to be upon them, to be surrounded by them, but there was nothing. It was just her, and a fraction of the soldiers she'd flown up with.

"You alright?" One of them asked.

Derpy jumped at the question, and then nodding to the soldier, she said, "Y-Yeah . . . maybe . . ." She estimated only eighty or so soldiers had actually made it up into Cloudsdale. A couple still crawled out from under the clouds, and within minutes, everything around them had once again fell silent.

Looking around, Derpy breathed a sigh of relief when she spotted both Fluttershy and Rainbow Dash. They were too far away for her to go over and check-up on, but at least they were alright. "W-What now?" She asked her fellow soldiers, still struggling to catch her breath.

Her squad leader, Piercing Wing, commanded, "We regroup and begin our search."

At that, Piercing Wing circled around the pegasi with a few other superior officers and together, they worked on dividing up the remaining soldiers into smaller squads, hoping to preserve the divide and conquer strategy.

Derpy used the opportunity to take in the damage that had been done to Cloudsdale since the changelings arrived. In one word, it was incredible. Pillars and archways lay strewn about the city. Entire structures made from clouds crumbled into black puffs of smoke. Steps leading up to a nearby coliseum broke halfway up. The building itself had a large chunk bitten out of it, as if some monster picked it out for an afternoon snack. Even the ground with which they stood, carried flakes of ash and sizzling debris. They burned the hooves whenever they came into contact, and left gray stains upon the cumulus clouds.

"Did changelings really do all of this?" Derpy couldn't help but ask.

"It does seem rather strange," Fluttershy said, having overhead the pony.

Derpy whirled around, quickly relieved at finally seeing a familiar face. Even Rainbow Dash had joined her.

"I've never fought changelings before. I didn't think they'd do this . . ."

"You must've missed the wedding in Canterlot. Those buggers were everywhere!" Dash exclaimed.

"I don't know . . ." Fluttershy said, "this does seem kinda different."

Before Dash could respond, Piercing Wing had stepped over and placed the three ponies onto a team with about nine others. Chit chat had gotten cut short as the group pulled out towards the western end of Cloudsdale.

Derpy stayed close to Fluttershy and Rainbow Dash, following the ponies into a section of Cloudsdale known as, Nimbus Trails. This particular portion of Cloudsdale was more a residential section of the city, one not often toured by non-pegasi (especially considering the low number of non-pegasi that made it up here). Nimbus Trails was made up several blocks of houses and public facilities. The specific street that they had started down was labeled, Strato Lane. Knowing this street well due to her deliveries, Derpy's heart sank as almost every house had either caved in on itself, or turned black with the same mysterious ash. She swallowed heavily, watching strange shadows drift past the windows and cracks in the walls.

Piercing Wing, turned to his group and ordered, "Alright every-pony, take a house and do a quick check."

Derpy chose the house of an acquaintance of hers whom she knew mainly from her delivery route. Autumn Wind was a clever Pegasus who also happened to be a spontaneous shopper. He frequently ordered from places like Manehattan and Baltimare. How that pony managed to keep any bits in his hooves was beyond her. Still, she had always been fascinated by the items he ordered. And since it was recommended to try and rescue ponies one was familiar with, this house seemed like a natural pick.

Opening the door to his house, Derpy located the wrappings of several packages that she'd delivered only a month ago. With the lights off in the house, and part of the ceiling collapsed further in, there was little sign that Autumn could possibly be in the house. Still, Derpy called in, "Autumn . . . are you in there?"

At first, no response. The only sound she heard was of the wind whistling through the ruptured floor. She'd been ready to turn away when Derpy heard a soft cry from within. "A-Autumn . . . is that you?" She asked. Again, the muffled voice cried out to her, and this time, it was more distinct. Derpy took in a deep breath and entered the house.

Navigating around tipped-over walls and various pieces of furniture that had been tossed about with the ferocity of a tornado, Derpy squinted to see into the darkness. "Autumn . . . where are you?"

"H-Here."

Derpy turned, stepping into the kitchen and gasped. Several appliances had been knocked around and buried beneath the heavy equipment, lay her friend, Autumn Wind. The golden oak brown pony shivered under the weight, relieved to see his friend had arrived. "Thank goodness," he said, "I'm glad you finally made it. I was beginning to think no-pony would ever come."

Derpy smiled, thrilled she'd found some-pony. She prayed the others were having similar luck. Pushing at the fridge, she said, "Well, I didn't think I'd be the one to save you. Everything just kinda happened."

Autumn only laughed as he felt the weight of the fridge leaving the pile on top of him. "What do you mean?" He asked, laughing nervously, "Y-You make a great soldier!"

Derpy stopped, and glanced down at her friend. "I-I do?"

Nodding, the pony said, "Sure. You never thought you'd make it as a soldier, yet here you are! Rescuing lil ole me!" and he gave her his brightest smile. "Now . . . could you get the rest of this junk off me? It's really heavy."

Derpy's heart leapt out of her chest. Autumn Wind knew her better than this. Why would he ever think she was trying to become a soldier? _Changeling._ The thought slammed into Derpy like a ton of bricks. She suddenly backed away from the pile, wishing she hadn't pushed the fridge off of it. There were still a few things holding him down, but the fridge by far was the heaviest.

"H-Hey . . . where are you going? A-Aren't you gonna help?"

"N-No . . ." Derpy whispered, and saw the demeanor of her friend begin to change. She pulled out her sword, backing towards the door. Somehow, she managed not to drop the weapon and Autumn's voice quickly faded into darkness as she stepped out of the kitchen. Replaced instead was the growing sound of hissing.

Sweat making its way down her brow, Derpy's head screamed at her through the darkness, "Get out of here!" and she spun around on her hooves, galloping towards the door. The sword drawn, and bouncing in front of her with each step, the gray pony heard a loud crash in the room behind her as she approached the exit. She dared not turn around and hurried around the hole in the floor towards the door leading out.

A loud buzzing whooshed overhead and within seconds the door was blocked by the changeling. He stood growling at her, foaming at the mouth. His blue eyes glowed against the dark. Derpy had to screech to a halt just to avoid running into the thing, and instinctively took a step away from the changeling as he approached her. _I have to get out. Have to warn the others!_

The changeling jumped for Derpy's jugular and releasing a terrified scream, the Pegasus closed her eyes and swung her sword in a wild attempt to defend herself. The sword connected with the changeling, and threw him across the room and into the wall. Being hit with the blunt side of the sword, it didn't pierce his armor, but the baseball bat like swing cracked against his neck, rendering him unconscious upon landing.

Derpy however had paid little to no attention to what she had done, and as soon as she realized the path was clear, she burst out through the door towards the others. "Changelings!" She cried, and the other soldiers stared at her, horrified as she ran up, sword bouncing loosely at her side, panting for breath. "I-I found a changeling!"

Before any-pony could respond, the houses around them lit up with dozens of pairs of eyes. The ponies backed away from the buildings they'd been investigating and backed off into the street. A louder, more deafening buzzing was heard overhead and looking up, dozens of the love suckers flooded into the sky.

"There's so many," Piercing Wing whispered to himself.

"What do we do?" Derpy asked, panicking at the sight. The one changeling she'd gotten past only by luck. How was she supposed to hold herself against this many? And they just kept coming!

"Brace yourselves!" Piercing Wing ordered, "this is about to get ugly."

The hoard of changelings funneled down onto the soldiers. Pouring into the center of the ring that Piercing Wing and his squad had created, the sound of changelings hitting the ground echoed a loud Whompf and tossed the soldiers away from their group and into different directions. With the squad immediately broken up, the bugs went to work on devouring their prey.

When the love suckers hit, Rainbow Dash bolted up into the air and out of their path. She swung her sword angrily around at the group that had surrounded her. "Come on! You want a piece of me," she cried out, speeding back down into a small pile of changelings, striking the wind out of them and throwing them over a row of houses. Once cleared, she noticed Fluttershy cowering in front of one of the homes. The yellow Pegasus had holed up with her weapon at the side of the road. "Come on Fluttershy! No time to be hiding!"

Nodding, the yellow Pegasus unsheathed her sword. Her body trembling, she said, "R-Right . . . Sorry about that." Before Fluttershy could even make another movement, another changeling had toppled onto her. The creature however, hadn't taken the time to avoid Fluttershy's sword, and thus impaled himself on its tip. The sharp blade punctured the creature's chest, causing blood to slowly ooze down the blade.

Fluttershy threw the dead changeling off of her, and picked up her weapon. Cleaning off her blade, the yellow Pegasus let out a terrified cry and pushed herself against the nearest changeling. The sickening sound of the blade penetrating and rupturing his body filled her ears, but she couldn't stop. She had to keep going. This was the only way to save the pegasi here.

Dash only glimpsed at Fluttershy's next kill, relieved the pony had figured out her duty. If Dash would've had to babysit her friend, then she wouldn't have been able to help the other soldiers in danger. _Are we gonna be able to rescue any-pony at this rate?_ She asked herself, leaping across the road and pummeling several changelings, keeping them off three already overwhelmed soldiers. _There's so many of them here. We can barely keep up._ Not to mention they hadn't found a single Pegasus to rescue. In this mess, was that even possible?

Taking back to the fluffy ground of a road, Rainbow Dash charged a group of changelings that had ganged up on Derpy. The poor Pegasus was swinging her sword useless across a circle of them. Charging at full speed, Dash pounced onto the nearest changeling, shoving his head into the ground. He ended up falling right through the city, but the cyan pony had already forgotten about him as she whipped out her sword and took down the changeling to her left. Knowing there'd be some behind her, she instinctively bucked backwards, taking out another three.

"T-Thanks Rainbow Dash, I . . ."

"You can thank me later Derpy! Right now, we gotta keep moving," and with that Rainbow Dash took off back into the air, rushing to the aid of some other soldiers who were outnumbered five to one.

"Oh . . . right," and Derpy turned her attention back to the changelings. She had a small clearing to work with now and several targets to select from. She glanced to her left and started to run towards a soldier being swallowed up in changelings. If she didn't get to him in time, he wasn't going to make it. A sudden scream from the right and Derpy turned to find their leader, Piercing Wing, in a similar situation. Several changelings had backed him into a corner. His breathing heavy, blood running down from one of his wings.

"W-What do I . . ." and Derpy turned to call for Rainbow Dash, but found the pony busy with a gaggle of changelings herself. Even Fluttershy had her hooves full, and the rest of the soldiers were too spread out.

Another cry and Derpy turned back to her left, the soldier had disappeared under the hooves of the changelings, and all that could be heard was his soft groaning as they sucked the love from his body. _It's too late . . . I can't help him anymore . . .I . . ._ and then a loud blommpff from the right and Derpy spun on her hooves to find Piercing staggering from a heavy blow to his chest.

"I can't . . . I gotta do something . . ." Derpy whispered and started galloping towards the Pegasus. She leapt up into the sky, imitating Dash. For a moment it seemed to work, she had a clear path down to the squad leader. Derpy beat her wings against her sides, flying through the air with the same urgency as delivering a Hearth's Warming gift a day late.

She dived down towards Piercing Wing. As the delivery pony closed in, she attempted to adjust the grip of her sword. With her hooves sweating under the pressure, she fumbled the blade and dropped it down onto the changelings below. "Oh no . . ." she whispered to herself.

Unable to pull up from the dive in time, Derpy crashed herself like a bowling ball into the crowd of changelings surrounding Piercing Wing. The creatures were tossed out everywhere, and Derpy had to quickly struggle to her feet, not wanting to fall prey to any of the love suckers.

"N-Nice timing Derpy," Piercing Wing said with a smile.

"Don't mention it . . . but . . ." and she glanced around, searching for her sword. "I lost my sword."

Piercing Wing shook his head, quickly bucking off a couple changelings that had attempted to take advantage of the situation. "Don't worry about it," he said, and patting the pony's back with his good wing, he said, "You get Rainbow Dash and as many of the soldiers as you can, and regroup with the others."

"B-But . . the pegasi that we're . . "

"There aren't any, at least, not in this part of Cloudsdale." Piercing Wing said, ducking them both down as a changeling hurtled overhead. "There's too many changelings. As it is, we'll lose all of our soldiers before the day is through." Shaking his head, the squad leader sat down on his flank, cradling his broken wing. "Maybe some of the others had better luck . . . but I doubt it. This was a trap. You ponies need to get out of here, before it's too late."

Derpy's heart pounded in her chest. She didn't know what to say, how to react. They'd spent the past week training for this fight, preparing to bring back as many survivors as they could. Tears welled up in Derpy's eyes. She'd been terrified ever since take-off from Ponyville, then terrified of the lightning, and the changelings. But she'd gone up in hoping to do some good. Now, it's as if there was none to do. _Why'd I come up here? Why'd they have to make me go?_

Derpy glanced around, not even listening to Piercing Wing anymore. Other pegasi had teamed up to combat the changelings that buzzed through the sky. Swords flung changeling bodies and blood into the clouds, staining them a dark crimson.

"Derpy, look out!" Piercing Wing cried out and flung the pony out of harm's way as two changelings hurtled themselves at him. Derpy went flying uncontrollably over the fighting pegasi heads. Her body smashed through the window of a nearby building, splattering her against one of the inside walls, and knocking her out cold.

* * *

Rainbow Dash took up to the skies, flying high overhead the raging battle. Looking out over the city, her heart sank as she realized that every squad, every soldier that made it up to Cloudsdale, faced the same nightmare that was devouring her teammates. Soldiers backed into corners, fighting endless hordes of changelings, and losing.

Sure, Dash could whip around, and sonic rainboom the hell out of those monsters. But, she could only do that so many times before wearing herself out. The changeling army stretched out as far as the eye could see, and looking past the city, they were still coming. For each changeling a soldier slaughtered with his/her sword, two more sprang up to take its place.

"This was over before it even started." Rainbow Dash said.

Searching for Piercing Wing, Dash knew before even spotting the dead Pegasus that they'd have to retreat. With zero time to mourn the loss of her leader, Dash turned her attention to the yellow Pegasus who wavered in the air far below. Fluttershy was quickly tiring herself out swinging that sword and dodging the onslaught of changeling after changeling. She wouldn't be fighting much longer.

Hurrying down to her friend, Rainbow Dash bucked off three more changelings from attacking the girl and turned to Fluttershy. She quickly surveyed the area and letting out a sigh, she said, "Hurry over to the east end. We still have soldiers over there! We're leaving!"

Without hesitation, Fluttershy nodded and flew off towards the soldiers. Rainbow Dash took one look at the street that they'd been fighting on. The blood of changelings mixed in with the blood of fellow soldiers. Landing down near Piercing Wing, she let out a sigh. Their leader's back had been broken, his body sucked dry of love. Glancing around, Dash managed to identify several of the other soldiers that had fallen as well. A mixture of experienced warriors and newbies were among the dead. _But no Derpy. I hope to Celestia she's alright._ Dash thought to herself, and picking herself up, hurried off to join Fluttershy and the others as another wave of changelings filled the street.

* * *

Derpy groaned, shaking her head in agony as she held onto her head. It felt like some pony had smashed her face-first into a wall. Her vision blurred, she took a few minutes to steady herself, get her bearings. At first, Derpy thought she'd somehow managed to do this to herself. It wouldn't have been the first time she crashed through some-pony's window. But when her senses returned, and her memory came flooding back, the pony remembered how she'd gotten into this miserable dump.

"Piercing Wing!" She cried out, and spun around. Seeing the window her body had summersaulted through, Derpy rushed over to look out. Her mouth dropped open when she spotted the carnage that had taken place. Among their leader's body, rested so many other soldiers that had gone up with her.

"Changelings," she whispered to herself when Derpy noticed more of the monsters wandering through the street.

She wouldn't be getting out that way. Turning back towards the darkness, Derpy gulped. _Great. Another house._

Hoping for another exit, Derpy slowly crept through darkness, stopping at every shadow that flickered over the walls. A moderately sized house, darkness only broke where open windows would allow. Even then, Derpy feared getting spotted by any of the changelings outside.

Rounding a corner into a hallway, the delivery pony considered exploring the second floor of the house. The stairs climbed up and rounded a corner, with not a spec of light for the whole journey. They just climbed up into darkness. _I don't think I really need to go up there._ Derpy consoled herself and started for the kitchen when the sound of a soft whimper caught her ears.

She stopped, paused for a closer listen. Then she heard it again. It sounded like a child, trapped up on the second floor. Of course, it couldn't be an actual survivor. With all the changelings that moved about, how could any-pony hide from them? Not to mention, the last time she'd tried to help some-pony, they had turned out to just be another changeling. Why would this be any different?

The whimper echoed through the house again, this time louder. It sounded as if some pony was crying. They might have been injured, or worse. Derpy bit her lip. The kitchen was straight ahead, and just to tease, had a door leading outside to the back of the house. An escape route!

The sound of a slamming door from behind silenced both Derpy and the mysterious whimpering from above. Someone had entered the house. Derpy was out of time. She needed a decision, and she needed it now; or else she was as good as dead.

 _Fine, second floor here I come!_ She thought to herself and not wanting to make a sound, flapped herself up into the air, and hovered up the stairs. She rounded the corner, and then fluttered up the last three or four stairs to the top. With her heart pounding in her chest, Derpy glanced around, wondering where the whimpering had originated from.

She stood in a long, narrow hallway, with three spaced out doors on each side. At the end of the hallway was a window, the only source of light on the entire floor. "H-Hello . . ." Derpy whispered, "is any-pony there?"

Footsteps echoed from down below, a grim reminder of the fate that awaited her should she fail. Glancing at the six doors, Derpy saw that the second one on the right had creaked open from when she last checked. _Maybe that's where they are._ She thought to herself, and hearing footsteps on the stairs, she had no other choice to risk it. Hurrying into to the door, Derpy hopped into the room and closed the door behind her.

Turning around, Derpy froze as a knife pressed up against her throat. She gasped as she stared into the eyes of a startled Scootaloo. The lil Pegasus was terrified, tears streaming down her cheeks. Her body heaved with each breath, sweat glistening down her sides.

"W-Who are you," She asked, "W-What are you doing here?"

Quickly motioning for the pony to be quiet, Derpy realized she'd plunged herself into a bedroom. With the footsteps of the changelings hitting the top of the steps, she quickly whispered, "I'm Derpy . . . you know me . . ."

"H-How do I know it's you?"

The Pegasus wanted to believe her. Derpy could see that, but she must've grown smart hiding up here. Still, there was no time. Slipping away from the knife, Derpy, grabbed Scoots and thrust both of them under the bed. Moments later, the door opened up and in stepped three changelings.

"Thought I heard voices . . ." came one of them.

"You're always hearing voices." Said the one in the middle.

Derpy could feel Scootaloo shaking. Pressing the lil foal up against her, Derpy wrapped a hoof around the girl's mouth keeping her voice muffled. She closed her eyes, wishing the monsters to just leave them alone.

"Will guys shut-up and get moving? The battle is practically over. The Pegasus are leaving. We have to go."

Derpy opened her eyes at the statement. She was going to get left behind. They both were. Unable to keep herself from hyperventilating, she wished the three out of the room. They had to leave, had to move on. She had to get out of here, with Scootaloo!

The three lingered for what seemed like hours. They just pranced around, talking random gibberish about things. _Hurry up and get out!_ Derpy wished.

Finally, the three made for the door. They were just about to leave when one of them said, "Hang on guys . . . forgot something!" The other two cursed and shouted for the third to hurry up. Derpy held the little foal tight against her body as the changeling stepped up to the side of the bed. She waited, and waited.

Then, a pair of blue, crystal-like eyes gazed under the bed at Derpy. Scootaloo screamed in her hooves.

"Hey guys! Look what I found!" The changeling cried out. "Food!"

Panic rippled through Derpy's body. She had to do something. The jig was up. They'd been found out. She searched around the room for something, anything. But being under a bed, there wasn't much of anything to see or use. When the other two changelings came hurrying in, Derpy looked to Scootaloo. The young foal was crying.

Looking over the belly of the bed above, an idea suddenly sprung onto Derpy. Looking to Scoots, she said, "Get ready. We're gonna run for it!"

Scootaloo only nodded her response.

The other two changelings had returned and Derpy was out of time. It was now or never. She took in a few deep breaths, her head swirling with fear. Planting her hooves onto the floor, Derpy took in a deep breath and with a quick motion, jumped up into the air, slamming her back against the bed, throwing it into the air. The bed smashed against an adjacent wall, the head board splitting into several pieces. Grabbing Scootaloo, Derpy didn't even look to see where the changelings had gone. She hoped they were now the ones under the bed.

"Let's go!" She cried out and Derpy dragged Scootaloo out of the bedroom and to the window, freedom only a couple flaps away.

"Not so fast, ponies!" cried out a changeling as he grabbed at Derpy's rear hoof from behind.

The pony released a scream and tried to kick the monster away from her. He held on like a vice, slowly pulling her in. Derpy looked up at the window, watching it drift away, out of reach. Feeling the other two changelings grabbing onto her, Derpy glanced back, horrified that the bed had completely missed them. The changelings had merely ducked out of harm's way at the last second, and were now starting to surround her and Scootaloo.

Without any other option, Derpy flung Scootaloo at the window. The young foal broke through the glass, spiraling through the air until she could straighten herself out.

The young foal burst into tears as she screamed, "DERPY!" But she didn't have time. If she would've tried to help, they would capture her too. Watching her savior fight for her life, Scootaloo was determined to help. _I've got to find some pony . . . any-pony!_ Scootaloo thought, and glancing to the east, she could just barely see a group of Pegasus leaving. If she hurried . . . if . . . maybe she could save her friend. "I-I'll be back . . ." Scootaloo shouted, as she burst off towards the group of soldiers, rocketing herself through the sky, hopefully somewhat similar to how Rainbow Dash's sonic rainboom.

* * *

Rainbow Dash struggled to fight off the changelings from the retreating soldiers. Only about forty had managed to escape. Her and Fluttershy were holding off at the edge of Cloudsdale, making sure every-pony got a chance to escape before joining them. The Wonderbolt worked her hardest to keep fighting, but fatigue was starting to show. She couldn't hold out too much longer, and glancing to Fluttershy, she knew her friend was running on fumes as well. They had to get out of here! Any longer and they'd be gone too.

As the numbers dwindled down, Rainbow Dash looked out over the soldiers and then over the wave of changelings that were chasing them. "We've done all we could! Let's get outta here!" She shouted out to her friend.

At first Fluttershy nodded, ready to finally be free of this hell. But then, a speck of orange caught her eye. "Rainbow Dash!" She shouted, "Look!"

Dash turned, and immediately saw it. "No way!" She cried out, and lunging out into the air, Rainbow Dash hurtled through the sky, picking off changelings as she went. Within seconds, she'd caught up to Scootaloo who gasped for breath, trying to keep herself airborne.

"R-Rain . . . bow . . . Dash . . ." she huffed.

Tucking the girl under her hoof, Dash said, "It's okay. We're getting out of here!"

But the little pony struggled free of Dash's grasp and said, "No! You . . .You have to come with me!"

"Come with you . . . I can't" Dash argued, "Why?! We have to . . ."

"No! Derpy! You have to save Derpy!" Scootaloo cried, tears streaming down her cheek. "She's trapped! They're gonna get her! She saved me and now . . . now . . ." Scootaloo broke down, sobbing against Rainbow Dash's side.

Dash look back at Fluttershy. The yellow pony had heard the whole thing. Her nod of approval was all Dash needed. Turning back to Scootaloo, she said, "Show me where!" And picking up the lil pony, Dash turned to Fluttershy and shouted, "Get out of here!" and then rushed off, speeding up to as close of a sonic rainboom as possible.

* * *

Fluttershy watched the two disappear. She nodded at Dash's command, but when she turned to leave, her path was blocked by changelings. They'd gotten the drop on Fluttershy, thwarting her retreat. With ten or twelve of them already upon her, and exhaustion taking hold, she knew she wouldn't be seeing her friends again. "Please Dash . . . hurry back!" She whispered. And then, the changelings were upon her.


	13. Chapter 13

Hey everyone! I apologize for the wait with this chapter. It would've been up sooner, but on a couple occasions, I went back and rewrote some sections. Still, this chapter ended up being longer than anticipated, but I do hope that everyone likes it. Also, added to this lil story is a small piece of cover-art that I put together yesterday. Hope you enjoy that as well. And of course, I hope that you enjoy this new chapter. Please leave a review if you can, and thanks for reading! :)

 **Chapter 13**

Laying out in the crescent moon bed that once belonged to Princess Luna, Queen Chrysalis curled up with an unconscious Fluttershy, her lips sucking out some of the most delectable love she's ever tasted. Of course, Chrysalis had no intention of completely draining the Pegasus, at least, not right away. Her limbs wrapped around the pony, the changeling queen squeezed out as much love as she could. When finally, she'd had her fill, two of her guards dragged the weakened pony out of the room.

Smacking her lips from the delicious meal, Chrysalis flung a leg over the edge of the bed and relaxed in a stupor. "Beautiful work my changelings. With another Element of Harmony out of our way, Princess Twilight and her little town is as good as ours." She heard the snickers of her subjects from behind. Rolling over to face them, Chrysalis let her head hang down over the edge of the bed, gazing lazily at them. "Tell me my subjects. How did the rest of the Cloudsdale assault fair out?"

One of her changelings spoke up, his voice raspy as he excitedly recollected the chain of events. "It went better than planned my queen. We chased the ponies up into city, letting them fry in the lightning and fog. Then, letting the soldiers spread themselves out, just as you had anticipated they would, we attacked."

"mmmm and how many soldiers made it out?"

The changeling looked to his partner, not entirely sure. "We don't have an exact count, but I'm sure we knocked down their lil army by at least half."

Chrysalis giggled at the news. She hadn't experienced such a wondrous day in so long, she'd almost forgotten what it had felt like. "Excellent! Just excellent! And with Twilight having forced so many civilian pegasi into the battle, a blow like this will surely be devastating to the princess."

Chrysalis took in a deep breath, glancing up at the time. She'd had difficulty determining night from day with how Day Breaker ran things. Of course, it was thanks to the possessed alicorn that she even had an army of such magnitude. For that, the queen was truly grateful. Still, Day Breaker was not one to be trusted.

Closing her eyes, Chrysalis pondered over her next move. "How close is the army to Ponyville?"

"They should arrive within the next few hours my queen."

Another smile spread across her lips. Now, the real fun would begin. Finally sitting herself up into a more proper position, Queen Chrysalis looked to both of her subjects, reading the determination in their faces. "Each step we take brings us closer to grasping all of Equestria. Once the last few stragglers are buried under our hooves, then no pony will stand in our way!"

The two changelings loudly applauded the queen's words. There was more than just conviction in her sentiments. The victory they achieved in Cloudsdale proved the might of the changelings had returned. According to Chrysalis, this was the biggest hurtle to cross. Friendship had proven to be a formidable adversary, but with Tremor and Razor working from the inside, fracturing Twilight's relationships with her friends like this could ultimately steer the princess directly into Chrysalis' trap. They simply couldn't wait for the next puzzle piece to fall into place.

From out in the hall, a third set of applause slowly echoed closer and closer, through the corridor and into Luna's old room. Day Breaker's winced grin lowered the mood and the two changelings that had provided the briefing stepped aside when the alicorn made her entrance. "Bravo Chrysalis. Bravo. So I take it with all the mindless celebratory shenanigans that your little mission on Cloudsdale was a success."

Chrysalis feigned a smile for her partner. "Yes Day Breaker. We managed to deliver a critical blow to Twilight's . . . how do say . . . air force. Thanks to your generous gift of expanding my army, it was a sound victory for the both of us."

Day Breaker smiled, pleased with the changelings' victory over the ponies. Having her hoof in the mix with her newly created minions had also been just as entertaining. It'd been her first opportunity to use the Sun Flares, beasts created from the magic of her beloved book that still flowed through Day Breaker's body. The Sun Flares, shadows of her own image, had bodies of black ash, lava-like veins spidering through them, and enough power to use a fraction of her magic. They really were something. Day Breaker only wished she'd stumbled upon that book sooner, and of course that she hadn't destroyed it.

"It was my pleasure Chrysalis, to aide you in your quest for revenge. And I must say, your day is about to get better."

Chrysalis perked up and hopped off the bed, carefully approaching Day Breaker. "What are you talking about?"

Willing two of her Sun Flares into the room, they dragged in a familiar-looking Pegasus. An orangish coat of fur, with light red mane and tail, and a couple freckles sprinkled around the girl's face. Chrysalis instantly recognized the disguise and said, "Razor? What are you doing here?"

The changeling, instantly reverted back to his original form and glancing up to Day Breaker for permission, continued only when she nodded the go-ahead (something that did not go unnoticed by the changeling queen). "I have news to report from Ponyville. We have learned the location of the unicorn, Starlight Glimmer."

Chrysalis' eyes widened at the name. The creature who had been responsible for the revolt among her subjects had remained a constant thorn in the changeling's heart. Leaning in, she pressed a growling, sharp-toothed glare at Razor and hissed, "Where. Is. She.?"

Razor backed off a step, bumping into Day Breaker who took great pleasure in watching the scene unravel.

"She's holding up in a small village, just northwest of Manehattan. She's supposedly protecting the ponies there, and has been staying in communication with Twilight."

Chrysalis knew of the village. It was an insignificant little town, devoid of any redeemable qualities; much like the rest of this pony infested land. "Razor, gather a small detachment of changelings and have them meet me in that village. We're going hunting." Chrysalis started towards the exit of the room. She wanted this pony's neck between her hooves, she could almost taste the unicorn's love.

Day Breaker's Sun Flares drifted in front of Chrysalis, blocking the exit. Growling in frustration, Chrysalis turned to face the alicorn. Narrowing her eyes, she simply said, "What?"

"If I remember correctly, you agreed to take over Ponyville, which still remains under the control of that bratty Twilight." Day Breaker said nonchalantly. "So, I'll handle your precious Starlight, so you can focus on finishing off Ponyville."

Chrysalis felt her blood boiling. "That is my fight mare! I will not be denied my revenge! I will not . . ."

But Day Breaker cut the queen off. "You will not disobey me." And as Day Breaker spoke, more of her Sun Flares drifted through the walls and into the room. Staining the walls black with ash from where they entered, four more of the ghostly figures drifted into the room, their fiery veins creating an eerie glow. Day Breaker smiled at having them arrive so quickly.

With the backup, she continued, "You are going to finish taking over Ponyville. Don't worry about Starlight Glimmer. I won't harm a hair on her head." Day Breaker stepped over to Chrysalis, enjoying the fury that raged in the changeling's eyes. She needed to know who was in charge here. "You'll get your revenge, but only if Ponyville falls and all of the Elements of Harmony are brought to me. I will not have them used against me again."

Through grit teeth, Chrysalis said, "I've already brought you two."

Day Breaker scoffed. "And what, you want a medal?! There are still four of them out there!"

Chrysalis swallowed her anger. Humiliating as it was to be treated like this, now was not time the to act. She had to be patient. Taking a deep breath, Chrysalis said, "You're right. There are still four of elements out there. My changelings will be arriving at Ponyville shortly. It's only a matter of time now before they get past the barrier."

Day Breaker's grin spread across her face. "I knew I could count on you." Then letting her Sun Flares drift out of the room, she turned and headed out herself. "I look forward to hearing of your success, just as I know you look forward to Starlight Glimmer." With that Day Breaker disappeared out into the vast maze of corridors of the castle, and was gone.

For a moment afterwards, Chrysalis was silent. The Sun Flares, while a show of force by Day Breaker, had originally been her idea. That silly alicorn would never admit to it of course. Chrysalis however, hoped that by having her "partner" expel more magic with those creatures, she'd squander the boost in magic she'd gained from that stupid little book. Besides, Chrysalis had her own changelings to think of.

Speaking of which, she turned on Razor, seeing him awkwardly still standing there. "You," She grunted, "was that all you had to share with me? Or are you keeping quiet for that filthy pony?"

Razor, sweating from having his queen barreling towards him, backed up against a nearby wall, cornered. "N-No . . . I swear that wasn't the case. S-She threatened me. I had to tell her or . . ." he stuttered out.

"Or what?"

Razor gulped. "She said she would kill me."

"That's it?"

Shaking his head, Razor nervously added, "A-And you . . . If she found out we were working behind her back . . ."

"Is that so?" She said to herself, releasing her underling with a smile, "Yes, I suppose Day Breaker does believe she has complete control of us now doesn't she. Well don't you worry, with a little bit of time, that'll all change."

Razor smiled at his queen's words, relieved that she'd been so understanding of him. But when she turned on him, he gulped once more, "Now, I'm sure that's not the only reason you've come to me. What's the status on Tremor and Ponyville?"

Nodding his head, Razor quickly explained the situation to his queen, updating her on Tremor's position with Twilight, and as much as he had knowledge with spending time in the Town Hall. When he had finished, Chrysalis couldn't help but laugh. Her excitement grew with each passing moment at hearing of Tremor's tremendous skill and accomplishments in Ponyville. At last, when it was all explained to her, she turned to her minion and said, "Very good. Very good. Now go back to Ponyville. Brawny Hoof would be so upset if his special mare-friend went missing."

Razor looked incredulously at his queen. She was dead serious. Grumbling under his breath, Razor reverted back to the cutesy Sunset Star, and allowed two other changelings to lead him out.

* * *

Slipping in through an open window, Rainbow Dash carried Scootaloo into the house she had pointed out on their flight back into Cloudsdale. To avoid detection, Dash had flown up overtop the city, climbing past Cloudsdale's skyline and dropping back down onto the house. Aside from a couple broken windows, and a rather large dent in one of the downstairs walls, the building mostly remained intact.

Once inside, Rainbow Dash wiped the sweat from her brow, her legs trembling under the weight of her body. Setting the foal on the floor, the Wonderbolt took a few moments to listen for any signs of the changelings. With the chatter and hoof stomping around, she easily counted three of them. In some respect, it was a relief. Others hadn't joined in yet. _Probably trying to keep Derpy to themselves._ It also meant though that in her fatigued state, she'd be outnumbered.

"Scootaloo," Rainbow Dash whispered, "you stay here. I'll go on up and get Derpy. Then we're outta here."

"But Dash . . ." Scootaloo said, "there's a window up there. Wouldn't it be faster to just get out with that? It's how I got out."

Dash considered the idea and then nodded, "Yeah, you're probably right. Okay then, follow me up the stairs, but don't let them see you. Once I've got Derpy, we bolt."

With Scoot's approval, Dash took one hoof up the stairs at a time. When she reached the corner of the stairwell, she carefully peered around and up the last few stairs. Just as Scoots had said, a window rested at the far end of a narrow hallway. Three doors rested on each side, with one of them open on the right. It was from that opening the voices originated from.

Waving off Scootaloo to remain where she was, Dash pulled out her sword and crept into the hallway. Even her blade grew heavy in her hooves, the once shimmering steel now stained with the blood of the changelings that she'd disposed of.

The talking grew louder as she approached. She could hear her heart pumping in her chest. It was like a steady rapping on a wooden door. Part of the adrenaline fueled by the danger of facing off against three more changelings, but the other part concerned for Derpy. Just what state would the Pegasus be in? Dash was almost afraid to look. But if it really was too late . . . then they could just leave. Rainbow Dash quickly abandoned that notion, especially when she noticed Scootaloo peeking her head around the corner of the stairs.

Nodding at the girl to hide, Rainbow Dash turned her attention back to the door. Daring a glimpse into the room, she found Derpy haphazardly tied to the bed. Her eyes rolled to the back of her head as the changelings took turns straddling the Pegasus, sucking the love from her. From this distance, Rainbow Dash could even hear the faint moans and whimpers from Derpy's lips.

 _She's fading, but alive. I have to be quick._ Dash thought to herself.

Suddenly, the door creaked. All sounds from inside the room died off. Dash realized too late that she'd been leaning on the door. Cursing herself for such a mistake, she backed off, sword at the ready. _So much for a surprise attack._

Waiting, Dash could hear the slow tap-tap-tap of hooves approaching the door. From the rhythm of the steps, she could only assume that one of the three had been sent out to investigate. Clinging to her sword, Rainbow Dash waited. Seconds passed by as the hoof-steps grew closer. Making sure she was just out of sight as the door opened, Rainbow Dash lunged forward when the changeling poked his head out. Her sword connected with the creature's throat, her blade easily puncturing his neck, blood oozing out from the wound. The changeling coughed and spasmed, eyes dilating as his body quickly went limp.

Tossing the carcass to the side, Rainbow Dash turned to face the others. A little slow on the draw, one changeling burst out from a small closet and tackled her. The two rolled onto the floor, hooves, tails, and wings flailing about. The changeling swung a hoof to Dash's temple, and she returned with a hoof of her own to his gut. Somewhere along the rolling, her sword disappeared from her side. When the changeling leaned in, and snacked on mouthful of her love, Rainbow Dash panicked and jerked her rear hooves out from under her, attempting to kick the monster off.

The changeling was flung over her head, but landed on squarely on his feet. Dash hurried to her hooves, to prevent from being pinned down, but the changeling behind her used the stumbling to his advantage and bear hugged the Pegasus, trapping her hooves under his front legs. She tried to struggle, and buck her way out, but then the changeling she'd bucked off moments earlier pressed his body up against hers. Rainbow Dash kicked and squirmed, struggling to get free. Much of her energy had long since left, and she could not conjure up the energy to fight back.

Tears streamed down Dash's eyes. This was it. She couldn't escape from these two. She just didn't have the energy. Dash's eyes closed as she felt the changeling in front of her pressing his hungry lips closer to her face. Her chest heaved in terror, and Rainbow Dash turned her head away, the strong, rancid smell of his breath filling up her nose.

She could just feel him starting to suck out her love, when he suddenly pulled back and screamed in agony. Dash quickly opened up her eyes to see what had happened. "S-Scootaloo!" She cried out, discovering the foal had jumped into action, stabbing the changeling in the leg with a kitchen knife.

Wasting no time, Rainbow Dash summoned the strength to kick away the injured monster. His buddy behind her had loosened his grip in surprise. With this momentary freedom, Rainbow Dash squatted down and jumped backwards into the air. She slammed the creature still restraining her against the wall. Whipping her head back, Dash headbutted the changeling, bouncing his head off the wall. With a resounding crack, his grip on Dash fell, and he went down to the floor, unconscious.

"Hurry!" Scootaloo cried out. "There's more coming!"

Rainbow Dash only needed a second to hear the commotion now working itself up the stairs. They had mere moments before backup would arrive. "Get on!" She shouted at Scoots, who more than happily jumped onto Rainbow Dash's back. Taking in deep breaths, Dash rushed over to Derpy, and picking up the unconscious Pegasus, Dash's wings barely pulled her up into the air.

Just as she heard the changelings from behind rounding the corner, Rainbow Dash burst out through the window, crying out when a few sharp shards of glass punctured her sides. She blinked out the tears, and swallowed the pain. She had to get home, had to get these two help. With no time to traverse Cloudsdale, no time to rush past the changelings, Rainbow Dash nosed dived into the street. She heard Scootaloo screaming in terror, felt the wind rushing past her face.

The three ponies burst through the street, tunneling through the clouds that held the city together and with wind and stratus brushing past, Dash and company shot out from under Cloudsdale. Hearing the commotion from behind, Dash flapped her already stressed wings to the limit, racing back to Ponyville with the survivors weighing down her body. She had to make it. They had to make! _Hold on girls! You're gonna be fine!_

* * *

Princess Twilight Sparkle sat in the throne room of her castle, the only pony in attendance around her magical map table. Her eyelids hung, sagging from the lack of sleep she'd had over the past two days since the pegasi had left. The castle dead quiet, except for Brawny Hoof who was in and out, and Spike who apart from keeping Twilight updated, helped around Ponyville however he could. But Twilight, all she had was this vast, echoing prison of a castle.

Her eyes darting over towards the door once again, the princess let out a sigh. No word. Not one single solitary word in news had arrived to her since they left. Rainbow Dash, Derpy, and Fluttershy were all up there in Cloudsdale; probably fighting for their lives. _I should be up there with them. I could be helping them fight._ The words reverberated through the princess' head. If this was anything like the times of old, it'd be her, Apple Jack, Rarity, Pinkie and the others up there fighting (maybe save for Derpy). _But I'm a princess. I'm too important to be saving pony's' lives._

Twilight sighed.

A knock on the door pulled the princess from her stupor and she weakly called out to the rapping. "Yes . . . come in."

Brawny stepped inside, and bowed to Twilight. Speaking of royal rules, she'd grown quite annoyed with this custom of ponies bowing to her.

"My princess, I have some grave news for you." Twilight's heart skipped a beat, and she stared at her guard with such an intensity, she for a second believed she had scared him.

"The soldiers from Cloudsdale are returning. Captain Shining Armor wants you to meet him at Town Hall."

Twilight almost stumbled out of her seat when he'd spoken. In that instant, a dozen questions spilled out from her mouth. "How many have returned? Were they able to rescue many ponies? Have any of them mentioned the number of changelings they faced?"

Brawny, a bit overwhelmed by the continuous flood of questions, answered, "I'm sorry princess. I don't have the answer to many of those questions. All I can say to you is that you're needed at Town Hall . . . and that you should prepare for the worst."

The words slammed into Twilight's heart like a freight train. Expect for the worst? What was that supposed to mean? Her body suddenly felt weak as she stumbled out of her seat towards Brawny. "I'm ready," was all the princess could manage as she followed her guard out of the castle.

Twilight wasted no time in trotting out across Ponyville. Her pace quickened to a gallop and soon Brawny lagged behind her. She couldn't slow down. Images of what she may find in that hall whirled through her head, like some kind of sped-up slide-show. _Please be alright. Please, let them be there!_ Twilight prayed to herself. As she galloped faster, she felt her concern for the soldiers dwindling and her concern for her friends growing. _They have to be . . . they just have to be there._

Twilight's galloping came to a sudden stop as she saw groups of soldiers carrying pegasi into the Town Hall. Her body went limp and she fell back onto her flank. Though Brawny had warned her, Twilight could not have prepared herself for what she saw.

Fifteen or so earth ponies in uniform filed into the hall, carrying stretchers holding the most precious of cargo. A Pegasus on each stretcher, some unconscious, some crying from the pain, all of them injured. Twilight teared up when one Pegasus was carried into the hall, missing a wing. His body contorted in pain, eyes wide open, screaming in terror. Another soldier being shoved in wore bandages around his hooves, his stomach, and his head. Patches of blood drained over the gauze and onto the stretcher. The pony being unresponsive, only twitched, his tail flicking in spasms. When yet another Pegasus was led into the Town Hall, Twilight looked away when she caught the grisly sight of the pony having a warm cloth pressed over an empty eye-socket.

"Princess Twilight, the captain is inside waiting for you."

Twilight shook her head. "I-I can't . . ." Her body shuddered at the realization that all of this happened because of her. It was her insistence that sent those ponies up there. And it was her stubbornness that ignored Shining Armor's warnings about this being a trap. How was she supposed to face these ponies? What good could she possibly do them? Twilight felt tears beginning to fall. Sniffling, she asked, "H-How many . . .?"

"Let's keep moving Princess . . . it won't get any easier."

Twilight winced at the soldier's words. She couldn't read Brawny's stone complexion, but then again, this soldier probably knew some of these pegasi. Eventually nodding, she followed her guard into the Town Hall. Once inside, she felt her legs turn to jello. Beds upon beds upon beds filled the lobby. Nurses rushed in and out of some back rooms with gauze, bandages, needles, and carts full of supplies.

The room filled with groaning, and moaning. Twilight saw her brother sitting at the bedside of a soldier towards the back, where a curtain blocked off the rest of the room. He spoke softly to a soldier wrapped in bandages. The soldier nodded along, holding out a hoof for Shining Armor to hold.

Twilight felt helpless. She felt disgusted, and horrified at what she'd done. _If I'd only listened . . . these ponies and so many more . . ._ Stepping off to the side when a nurse came through with a cart full of needles and alcohol, Twilight realized that at some point Brawny had disappeared on her. Most likely he wanted to attend to Sunset Star, where-ever she'd been moved off to. This however left the princess alone as she watched her brother console the wounded.

"Princess Twilight?"

Twilight turned and saw Nurse Redheart standing awkwardly behind her. "Y-Yes?" Twilight somehow managed to squeak out.

"There's a pony who's been wanting to see you. He's in the back."

Twilight's heart dropped. She didn't know if she could handle facing any one of these soldiers. "C-Could it wait?"

The nurse closed her eyes and shook her head. "I'm afraid not. He won't be around much longer."

"O-Oh . . . okay then."

Nurse Redheart smiled kindly at the princess, and motioned for her to follow. Lowering her head, Twilight Sparkle trotted close behind the pony. She averted her gaze from the stares of both those in beds, and other nurses and doctors. Blinking out more tears, she peeked ahead, watching as the nurse led her towards the curtain. Twilight couldn't help but notice that as they grew closer to the beige cloth that had been slung across the back portion of the lobby, the injuries on the bedded soldiers grew more severe. With her vast knowledge of magic, Twilight quickly realized that a spell had been placed over the curtain. A spell meant to mute all sound, and to cover-up smell.

Nurse Redheart cracked open the curtain, just enough to sneak her in before dropping it back down. Upon entering, the private corner of the hall filled with the wailing, and moaning of those who were dying. The princess clamped her mouth down tight, briefly catching sight of two ponies sewing up a gash travelling down the entire length of a Pegasus' side. Twilight backed against the curtain, willing herself not to turn and run.

The smell of stagnated blood in the air contrasted against the powerful odor of alcohol used to help drench out the pain. About seven beds in total rested here, and Twilight gasped when she noticed an anxious Rarity stumbling back and forth, trying to help the doctors with their patients. The unicorn only glanced at Twilight for a split second with her panic-stricken face, before hurrying over to help with another Pegasus.

The nurse beckoned to Twilight and she followed the pony to the very back, where a soldier rested in isolation from the others. The vast majority of his body lay rolled up in bandages. Twilight almost gagged at how the gauze visibly stuck to the soldier's wounds. Even the bedsheets he laid upon were stained a dark crimson. Twilight could only guess the soldier's fur color to be a speckled brown from what little she could see of his face.

"W-Who is he?" Twilight eventually asked, standing at the foot of the soldier's bed.

"He's Private Ginger Solstice," came Shining Armor's voice from behind.

Twilight turned and watched her brother join her side. The captain gazed down at the soldier, softly stroking his better leg to inform him of their presence. "He was a civilian soldier who'd become trapped by changelings up in Cloudsdale. Four other soldiers came to his rescue, and carried him here on their backs."

Twilight could feel herself starting to cry now. She couldn't stop herself and only nodded for the captain to continue.

"The ponies here have done everything they could for him . . . but his wounds are just too far-gone."

"W-Why him?"

Shining Armor slowly led his sister around the bed to face the soldier. "Because he asked to see you. And as princess, it is your duty to bring relief to the soldiers that you send out. It is the least you can do."

Squinting out the tears, Twilight nodded her head. She moved to the soldier's side and stroked a hoof over his head. Licking her lips, Twilight softly said to Ginger, "W-Welcome back soldier."

At first, no response. He appeared lost in sleep. After a few moments though, Ginger slowly opened his eyes. He stared up at the princess, coughing and gagging, lurching at the pain stabbing into his body. His eyes watered, and it was clear how he struggled to bring Twilight and her brother into focus. "P-Princess Twilight," he said in raspy, choked up voice. "I-Is that really you? Y-You're not a changeling right . . .?"

"Yes, it's really me. You made it back with the help of some friends."

Ginger forced a smile across his face, lips quivering to hold steady. "T-Thank Celestia . . . I didn't know if I'd ever make it home."

Kneeling down at the soldier's side, Twilight leaned in, feeling the pony's short breaths fading against her cheek. "Ginger . . . I'm so sorry for sending you up there. All of you . . ."

"D-Don't be silly Princess . . . Before today, I'd never been in the military. Never saw any kind of fighting." As Ginger Solstice spoke, he winced in agony, turning to better face the princess. Opening his eyes back up, and seeing a bit clearer, he whispered as loud as his chest would allow. "But . . . today's battle . . . taught me a lot . . . And I don't care what others think . . . I'll be ready for the next one. I made so many friends in my squad."

Ginger, who appeared slightly younger than Twilight, spoke to her like a wise grandfather would speak to his grand-foals. Maybe it was the pony's heavy, rough voice. "I wanted to thank you Princess Twilight . . . because before today . . . I'd never had much for friends. And now, I've made so many . . . I can't wait to get back to training with them again."

Twilight blinked out the tears, but they wouldn't go away. They wouldn't stop. She only nodded and whispered through a crackling voice of her own. "It's been an honor having you defend me."

Ginger's body hurled when he fell to a fit of gagging, coughs. His body spasmed and trembled from the internal bleeding he surely suffered from. "Please Princess Twilight . . . until I get better . . . w-will you watch over her for me?"

Twilight had no clue as to who he spoke of, but nodded her head aggressively. "Yes, I swear."

"She . . . was so scared when I found her . . . hehe lucky you sent us . . . or she would've . . ." and Ginger Solstice's body softened to stillness. His voice faded to silence. Ginger's chest exhaled a breath and then stopped.

Twilight shivered at the sudden loneliness that wrapped around her, almost suffocating her. Even with Shining Armor present, and the sounds of the other soldiers, this corner of Town Hall was separated. Dropping back onto her flank, Twilight watched through tear ridden eyes as her brother pulled a sheet up and over Ginger, and then he was gone.

"The soldiers never found the pony he spoke of." Shining Armor explained slowly. Whether Twilight heard him or not, he wasn't sure. "I spoke with some of them, and the Pegasus was either a changeling, or they got to her before she could be rescued."

Twilight turned to her brother, finally starting to break down. "I'm sorry Shining Armor. I'm so sorry I didn't listen to you. I never should have . . ."

Shining Armor pulled his sister in and hugged her tight. He buried her face in against his neck and whispered, "I know. You did this because you thought it was right. But . . ." and the captain hated doing this to his sister, but she needed to know. "But this is your responsibility now. You have to be here for your soldiers that you sent into battle, and here for the ponies of Ponyville." He felt his sister nodding against him. "If you need to cry, we can go back to the castle, otherwise, there are other pegasi you should visit. Then you need to think about what your next move is."

Holding herself against her brother for a second more, Twilight calmed herself down. She took deep, heavy breaths. Letting the final tears slip down her face, Twilight pulled out of the hug, her cheeks puffed up and her nose dripping from her release. Shining Armor quickly leaned in and helped clean her up. Twilight could only nod her thanks, a bit embarrassed by the sudden movement. "I-I'll stay."

* * *

Spike stepped out into the streets, wanting some fresh air away from the castle. He'd spoken briefly to Brawny Hoof regarding the heavy losses Ponyville sustained from the Cloudsdale invasion and had immediately written up a report for both Princess Cadence and Starlight Glimmer. Both wanted updates as soon as possible, and from the sounds of it, Twilight would be busy for some time. With Brawny's assistance, Spike managed to clearly articulate the situation they'd found themselves in.

"Perhaps a request for assistance from Cadence would be in order?" The guard had suggested. "I am certain Princess Twilight will suffer a great deal knowing ponies died because of what she ordered. Anything we can do to relieve her of stress, we should."

At first, Spike wasn't too sure about Brawny, but the pony had started to grow on him. Brawny proved reliable in sticking close to Twilight, and he even showed a genuine concern for the alicorn. _If only he could've found Moon Dancer._ Spike sighed as he slowly began his walk through Ponyville. The letters were sent, and now all he needed was someone to talk to. Considering how his friends were spread out in so many different directions, this meant a trip to Sugarcube Corner.

The little dragon wandered aimlessly into the candy-house bakery and waited in line while several other ponies picked up some sweets. With no sign of Pinkie Pie, he only hoped that the party pony was up in her room, or down in her party dungeon. Either way was fine by him.

". . . yeah that Princess Twilight is something else, isn't she?"

Upon discovering that he'd walked in on a rather delicate discussion, Spike hid himself behind one of the candy dispensers the Cakes had sitting out. Not that feared for his life or anything to that extreme (the meandering group of customers looked a bit old to be chasing a baby dragon around), but he preferred staying out of discussions that painted his friends in such a negative light.

"You think she would've taken the time to consider the consequences. She may have saved Equestria before, but that's back when she had her Element of Harmony or whatever."

"Now she doesn't even have that! Didn't she lose it in some fight with Day Breaker?" The other shrugged in uncertainty. "And now, she's lost a whole army of pegasi that could've been here protecting us."

"She's no Celestia, that's for sure."

Spike grit his teeth as the conversation continued along, hearing the blaming and finger pointing continue as the ponies wandered towards the exit. His spikes flared up, and wanted desperately to set the record straight. What did they know about Twilight? They weren't in the castle, watching her agonize over this decision. They have no idea how much time the princess spent beating her head against the wall over her decision once the army was gone.

The ponies only continued their bemoaning, throwing words around like "incompetence," and "unfit for a princess." Their words echoed through Sugarcube Corner and Spike noticed Mrs. Cake glancing over to him. She'd caught him in his hiding spot, but graciously remained at her station behind the counter.

When the ponies finally exited the shop, Spike let out a relieved sigh and slipped out from behind the candy machines. He walked over to the counter where Mrs. Cake smiled gently down at him. "How's she doing Spike?"

"Rough. She left for the Town Hall a while ago when the army returned. I don't know what to do, especially when we got townsfolk like them," referencing the ponies that had just left.

"To some extent you can't blame them though," Mrs. Cake admitted. "I would never badmouth Twilight, but a lotta friends dear to this town are now missing because of her. And that leaves an impression on folks around here."

Spike nodded. "But she was just trying to help. . ."

"I think we all know that deep down." And pulling out two triple cherry chocolate sundaes with extra bananas and sprinkles, Mrs. Cake pushed them across the counter to Spike. "It's just hard for some to accept it after everything that's happened . . . Here, on the house. You wanted to see Pinkie Pie, right?"

Spike thanked Mrs. Cake for her generosity and nodded, "is she here?"

"Upstairs. She's had it rough all day."

Taking the sundaes, Spike carefully climbed the stairs to the second floor. Unsure of what state Pinkie would be in, he knocked on the door with his tail, "Pinkie Pie?" He called out softly.

At first, there was no answer, and Spike thought maybe the pony was asleep. He was just about ready to knock again, when the door slowly opened. Pinkie Pie poked her head out past the door, giving Spike a weak smile when she saw him. "Oh, hey Spike . . . come in."

"Mrs. Cake sent up some delicious looking treats," Spike said, hoping to cheer the pony up.

Once inside, Pinkie closed the door and joined her friend at a small table where he'd placed the two sundaes. "They look great," were the only words she spoke about them.

Silence fell upon the two, and Spike watched the bananas starting to droop in the softening ice cream. He didn't know what to say, didn't know where to start. Pinkie Pie surely knew of what had happened. Hell, with her room being right above the store, she'd probably heard the previous customers as well.

"You doing okay?" Spike eventually asked, grabbing a spoon and starting to work on his own sundae.

"Yeah . . . I'm okay."

Spike never considered himself adept at reading other ponies, but Pinkie wasn't okay. Her hair had flattened out, obscuring her right eye. She piddled with her sundae, taking more interest in watching it melt than actually gobbling it up. Spike didn't blame his friend. He felt the same way.

"I guess Twilight really blew it, huh" Pinkie said.

"Yeah, looks like it." Spike admitted, taking another bite. "I just don't know if she'll be able to lead Ponyville after this. Brawny took her to see the soldiers but . . ." Spike's voice trailed off as he sucked down some more of his sundae.

"What about Fluttershy and Rainbow Dash? And Derpy! Did they make it back?"

Spike shrugged his shoulders, "I don't know. I haven't heard anything yet. All I could do was contact Princess Cadence for backup."

Finally growing tired of staring at her food, Pinkie took a small bite out of it. "But what good will that do? Aren't they a little far away?"

"I don't know Pinkie Pie. I'm just trying to help Twilight." Spike had become quite frustrated. He watched Twilight toil away at her princess duties, her confidence wavering with each passing day. Then when the soldiers had left, it was like time had stood still. She couldn't focus on anything except for questioning herself.

"I wish I could help Twilight. I haven't even seen her since we got here."

"She's been busy with so many princess duties. She might be seeing Rarity since she's helping at Town Hall. But otherwise every pony else is too busy for Twilight to spend time with." Holding his face in his hands, Spike said, "I think she needs all of you right now."

Pinkie returned Spike's comments with silence, only going to work on her sundae. As much as she didn't want it, the Cakes had taken the time to make the delicious treats, and Pinkie Pie was not one to waste food. She steadily went to work, eating her ice cream in silence, her mind still plagued with other thoughts. She watched Spike do the same, and chose that moment to ask, "Spike . . . do you know where the Friendship Express is?"

"In the Crystal Empire with Cadence . . . why?"

"Oh . . . no reason." Pinkie said, sniffling a bit, taking another bite out of her food.

"What?" Spike asked, looking up to Pinkie in concern. She never asked a question out of the blue like that without having a reason. Pinkie Pie may be silly, but she was quite a calculated a thinker, especially for a party planner. "What about the Friendship Express?"

Pinkie waved it off. "It's nothing . . . it's just . . . I was wondering where Maud might be right now." Pinkie checked her calendar and resting her head on the table, finished, "She was supposed to be here last week. But the train hasn't been running. And I don't know where she is."

Spike had completely forgotten about the celebration that would've taken place. With everything that happened, life before Day Breaker and Chrysalis seemed like a distant memory. Unfortunately, he had no clue as to where Pinkie's sister could be. It's possible her family's rock farm could be gone.

Stuttering, Spike struggled to provide anything of a reassuring response. He imagined Maud waiting at a station for a train that wasn't going to show. "I-I'm sure she's alright. I mean . . . she's your sister!"

"Yeah . . . I guess so."

Spike scolded himself. Why couldn't he comfort Pinkie? But then again, how would he? It's not like he had family out there somewhere. But Pinkie Pie did. So did Twilight and the others for that matter. From the sounds of it, many of them were likely lost to Chrysalis on Cloudsdale.

Just finishing his sundae, a sudden burst of flame along with a belch escaped the little dragon, and Spike soon found himself staring at a message from Princess Cadence. Unraveling it, Spike skimmed over the contents of Cadence's message, and then flinging himself from his chair, he said, "I'm sorry Pinkie. I better go. Twilight will want to read this."

"What does it say?"

"It's from Cadence. She's gonna send back-up on the Friendship Express!"

* * *

Twilight hung her head after speaking to the final Pegasus in the hall. She'd spent the last couple hours going from bed to bed, listening to the tales of heroism that saved the lives of so many ponies. She cried with the soldiers who were only alive because of another no longer with them. She reminisced about the friends and family who once prospered in the floating city, but were now nowhere to be found. She'd answered questions and strategized with those who wanted their head back in the game, and pleaded for a second chance. And Twilight had watched their hopes fade when she told them there would be no follow-up mission.

 _I can't risk anymore of them. I just can't._ By the time it was all finished, Twilight knew that she had fallen right into Chrysalis' trap. This whole thing had been planned from the start, and Sunset Star was nothing more than bait on a hook.

 _Brawny probably already told Sunset of our failure._ Twilight wondered how the pony was taking it. She'd promised that Pegasus they'd get her family back. She'd promised a lot of families that they'd see their loved ones again. _And now . . . I've broken that promise._

Stepping up to her brother, Twilight said, "It's all my fault. I sent so many ponies up . . . up to their . . ."

"If you're really sorry for what has happened here, then you'll make sure it doesn't happen again."

Twilight nodded, realizing she'd be coming to terms that some of her friends just wouldn't be returning. Not only had she sent up countless soldiers to their deaths or capture, she'd sent up some of her best friends as well. How could she face her friends (those that remained) after all of this? What would she tell them? What would they say?

Following her brother outside, Twilight gazed out over the skyline, watching the sun finally starting to peek out from behind the clouds. The sun finally breaking up the storm clouds, bringing some much-needed light on an otherwise dark day.

But from inside the sun, something approached. Faint at first, but grew as it got closer. At first, the princess thought it might be a flock of birds passing through. As they grew closer though, their bodies grew to be much larger than any bird. Their beady eyes focused on Ponyville, their fangs drooling with hunger as the swarm fanned out over the barrier.

Changelings. The creatures had arrived and landing on the walls of Shining Armor's protective dome, all but blotted out the sun. The sounds of their hissing and buzzing wings flooded over Ponyville. The pounding echo of a hailstorm filled the streets when the love suckers started ramming against the barrier, trying to collapse it.

Twilight hurried over to her brother, who'd stopped in his tracks at the impending migraine that had ensued. "Don't worry. I'll be fine." He said, and looking up at the legions of changelings that coated the barrier, "We better get you inside though. If there's one pony they'll be hunting for, it's . . ."

"Look!" Twilight shouted, pointing to a pony off in the distance. "Rainbow Dash!" Twilight screamed and ran the three blocks worth of distance once she picked up sight of that distinctive rainbow-colored mane.

She heard her brother following her, but Twilight just couldn't stop. She didn't care that hundreds upon hundreds of changelings watched her from above. Her friends were back! They'd made it!

Twilight galloped as hard as she could over to the Pegasus who now barely held herself up, and collapsed onto the ground at the first sight of her friend. Dash's breathing had become ragged, and she could no longer carry the two ponies. Collapsing in a pile of fur and feathers, Rainbow Dash panted for breath, her body sapped of energy.

When Twilight arrived, she gasped at the sight before her. "Captain! Get help!" She screamed at her brother, who took off back to Town Hall for assistance.

Derpy and Scootaloo, both unconscious and injured, lay on either side of the Wonderbolt. Scootaloo looked as though she were just fatigued. Her body curled up on the ground near where Dash had dropped her, but she breathed with some regularity. Some blood trickled down from her forehead, and so Twilight assumed at the very least a concussion. Derpy on the other hoof, was far worse. One of the pony's wings was broken, blood draining down from the feathers. Her body lay crumpled up against Dash, and to Twilight's horror, wasn't breathing. Derpy's fur stuck against her bones, and her ribcage was almost visible. The princess could only assume the changelings had gotten a hold of her.

"Dash . . . what happened . . .?" Was all Twilight could say to her friend.

Rainbow Dash however, couldn't answer. All she could say was, "Fluttershy . . . Where's Fluttershy?"

Twilight gulped at the realization. Dash expected the yellow pony to be here. Fresh tears sprinkled down her face, meeting Dash's gaze with her own. She'd never seen her friend so scared before. "I-I'm sorry Rainbow Dash . . ." Twilight said, moistening her lips as she struggled to hold her composure. "S-She's not here. Fluttershy . . . she hasn't come back yet."

Rainbow Dash's mouth dropped open, her eyes lost, unable to understand what Twilight had just said. Fluttershy should've been out of Cloudsdale long before her. Why? How had she not returned yet? It just wasn't possible. "S-She's not . . .?"

Guards arrived, picking up both Derpy and Scootaloo. In a matter of seconds, the two ponies were rushed off to Town Hall. Only moments later, Rainbow Dash had been placed on a gurney as well. But she hadn't noticed. She only watched Twilight, waiting for an explanation, waiting for anything.

Twilight had no answer though. There was nothing for her to say. Fluttershy didn't make it back. That was it. She watched helplessly as Das was dragged off to Town Hall for treatment. For as long as possible, Dash kept her gaze on Twilight, searching for an answer. And it was only until the pony was out of sight did Twilight let herself break down. Fluttershy wasn't coming back, and it was all her fault. "I'm sorry Rainbow Dash. I'm so, so sorry."


	14. Chapter 14

Hey everyone! So happy to be back in time for the holidays with another chapter for you! Odds are you won't be seeing Chapter 15 before Christmas, so I hope everyone will have a very Merry and safe Christmas this year! And also, a Happy New Years if I don't update before then.

This chapter though marks an important milestone for this story. So a quick little insight as to how I approach my writing projects, I take copious amounts of notes for each story I write (with only a handful of exceptions), and this story was no different. After some brainstorming notes, I then write out detailed notes for each and every chapter in the story. Only after those chapter notes are done, do I start typing the actual chapters. Why do I mention all of this? I mention this because Chapter 14 is the halfway point (chapter-wise) in my notes. We are halfway through, and there is still so much to do and see. I've really enjoyed writing this story so far, and I sincerely hope everyone is enjoying the ride. Without further ado, please enjoy this newest chapter, and if you're able, I'd love to hear what you think of things so far.

 **Chapter 14**

Starlight Glimmer sat in the head house of her village, the same house in the same village that she'd been in charge of so long ago. Her time deceiving all these ponies felt so far off in the past, yet everything in this house was just as it had been when she last lived here. Now, Starlight worried not about the cutie marks of the village's inhabitants, but of their safety.

Starlight had received Twilight's letter describing in detail the devastation and loss of ponies that occurred amongst the skies of Cloudsdale. Just reading over the princess' words sent shivers through her body. Somehow, the changelings she'd helped reformed were back, and there were more of them.

Ponyville was lucky in having a barrier from the captain of the royal guard to protect it. Starlight's village on the other hoof, had no such thing. She monitored the village herself, frequently teleporting from one end to the other, wanting to know of every creature that passed on through. Being only a hop and a skip away from the Crystal Empire, Starlight knew that her village would be a mere pit stop for the changelings, should they choose to wander north.

"But none of that explains what I've seen." Starlight said to herself as she carefully chose the words for her warning to Ponyville.

On more than one occasion, Starlight caught glimpses of shadow-like figures gliding overhead towards the Crystal Empire. Each time they passed, they left a black, misty residue in the air. It fell like snow, but stuck to the fur like talc. It reminded her of black ash from a frothing volcano she'd once visited.

"Twilight," Starlight Glimmer whispered the words to herself as she wrote them, "I'm afraid we are being watched up here, or that some-pony is watching the Crystal Empire. We have yet to experience any form of an attack, but I'm worried that something could happen soon."

From outside her door, Starlight heard the chaotic pattering of hooves. _What's going on?_ With one quick glance out the window, Starlight spotted smoke drifting past along with the distinct crackling of a burning fire.

Her heart leaping out of her chest, Starlight rushed towards the door, already preparing a spell to put out the blaze. Before she could reach the door, Party Favor burst on through, his eyes bulging wide with panic. Sweat poured down the unicorn's brow and he galloped over to the mare. "Starlight! You have come quick! Something's attacking us! They're going after the villagers!"

"What?!" Starlight's heart raced as she chased Party Favor out of her house. Once outside, the unicorn stopped in horror as several of the ash-like ponies flew over the town, firing blasts of magic onto the houses. "A-Alicorns? But how?" Starlight gasped, and then noticed the creatures had no eyes, or mouths. Yet somehow, they could see, and when their magic burst forth from their horns, it ignited everything in its path, sending cottages up in flame.

"Party Favor! Help get every-pony away from the street!" and Starlight Glimmer raced out, teleporting to the nearest house. She quickly went to work extinguishing the billowing flames that had sprouted from its walls. Bucking down the doors, she grabbed the trapped ponies from inside with her magic and tossed them outside. "Find cover!" She shouted and hurried along to the next house.

As Starlight galloped, she stopped in her tracks when one of the faceless figures hovered down, blocking her path. It stared into her, despite having no eyes. Specks of ash flaked off its body, and Starlight could make out thin veins pumping lava-like blood over its flesh, giving the creature an eerie glow. With the thing standing as tall as Celestia, it bucked back on its hind legs and shot a beam of magic at Starlight.

Quickly conjuring up a small barrier, the blast of magic exploded against Starlight's protective shield. The force of the blast still managed to send the unicorn tumbling back several feet. She looked up just in time to see the creature standing over her, its magic powering up for another shot.

"Starlight!" Double Diamond shouted from somewhere and leaped at the monster to tackle it.

The unicorn dropped her mouth open in shock when the earth pony rolled right through the creature. His white coat of fur now stained with puffs of black, he looked up in equal shock as the thing turned towards him and fired its magic at its new target.

Starlight barely made it in time to deflect the creature's shot. After lowering her own barrier, Starlight Glimmer quickly fired off her own blast of magic at the monster, but it only travelled on through the thing's body. "W-What in the name of Celestia . . . How do we fight this?!"

With shadows passing on overhead, Starlight saw three more of the beasts spraying her village with fire. She had to shove Double Diamond out of the way just to keep him from getting hit. This of course forced Starlight back out into the middle of the street.

A new set of hooves tapped against the earth towards, creating a soft clicking noise that grew louder as they neared. An almost metallic sound, the light armor clicked and clacked at each step. When Starlight looked over to the pony making them, she found the all-too familiar white alicorn, with fire for a mane and tail. The alicorn that she'd seen only once before in her life, in a nightmare. Day Breaker, stepped through the burning village, admiring the work of her monsters.

"Well, well, well, so you're Starlight Glimmer," She said, her head held high as she spoke. "You're the unicorn I've heard so much about."

Starlight backed away from Day Breaker, deciding on whether or not she should run. "W-What do you want? No pony is hurting you here!"

Day Breaker merely chuckled at the mare's question. She stepped closer to Starlight, until her figure towered over the unicorn. Her mane snapped at the mare's nose, causing the unicorn to fall onto her back. Day Breaker delighted in the terror that filled the little pony's eyes. "Why, I want you Starlight. All this I've done, I've done just to get you."

Starlight couldn't comprehend what was said. Why her? What had she done . . .? But there was no time to dwell on the question. A nearby scream and the unicorn could see yet another family trapped behind a wall of flames. Starlight stood up to rescue her villagers, but Day Breaker stepped in front of her, blocking the mare's path with an evil grin spread across her face. Determined not give up, Starlight used her magic and teleported into the burning building. Smoke and burning ash filled her lungs, causing the pony to cough and gag. With the heat making her sweat, she quickly grabbed hold of the ponies inside and teleported them out to safety.

"Get out of here!" Starlight screamed at them, and the small family took off in terror as Day Breaker stepped up behind the unicorn.

"Bravo Starlight. Bravo." She said, "But . . ." and Day Breaker turned her attention to several of her Sun Flares, who held both Party Favor and Double Diamond prisoner with their magic. "You can't save every-pony. A lesson Twilight is learning the hard way."

"No," Starlight whispered, and turned angrily to the alicorn, her body shaking in both anger and fear. "What do you want with them? You said you came here for me!"

At this, Day Breaker could no longer contain herself and burst out into laughter. Her mane sizzled and popped from the excitement that blazed through her body. Her cackling carried and mingled with the flames, letting it run its course until it quieted into an unsettling snicker. "I did come here for you. But, they make for good insurance, wouldn't you agree? Now . . ." and Day Breaker used this opportunity to size up the unicorn, "you're Twilight's pupil; her first if I'm not mistaken."

Starlight merely eyed the alicorn, waiting for a chance to escape. "I'm sure she has taught you much in the ways of friendship. Of course, such lessons will only take a unicorn like yourself so far. I know you're quite powerful . . ."

"I'm not interested." Starlight interjected.

Day Breaker looked at the unicorn, pondering on whether or not to pry further. Shrugging her shoulders, she eventually relented. "Very well." And turning to her Sun Flares, she said, "Kill them."

"No!" Starlight screamed, and quickly teleported both Double Diamond and Party Favor out of the monsters' grasps. The two ponies fled, leaving Starlight along with Day Breaker. "Now, what do you want with me?" She asked.

"Unfortunately, I'm really just running an errand. Can you believe it? A ruler such as myself running an errand for a self-proclaimed queen. Apparently, Chrysalis has her eyes set on you." Day Breaker watched the realization slowly spread over Starlight's face. "She's a little sore over what transpired when you last met."

"I-I reformed her changelings, took away her army." Starlight explained.

"Mmmm yes you did. And with Chrysalis putting all her attention on Ponyville, she regrettably couldn't make it here herself. But don't worry, I'll make sure you two have the happiest of reunions."

When Day Breaker burst out into another fit of laughter, Starlight Glimmer took immediate action. In the blink of an eye, the unicorn teleported away from the alicorn. Twilight needed to know about the shadowy creatures that destroyed her village. Perhaps, with Twilight being more familiar with Nightmare Moon, knew of a way to defeat the ghostly figures.

With her teleportation spell bouncing the unicorn out of danger, she took one look at her surroundings and began to sweat. Something had gone wrong. Starlight intended to teleport directly into Ponyville, but it hadn't worked. She was back inside her house. There on the table was the letter she'd started writing. "What the . . ."

The door burst open from behind Starlight and she whirled around in in time to see Day Breaker stepping into the house. "Oh please Starlight, I'm not that stupid. I know precisely how powerful you are. And your pathetic escape attempts are futile."

Starlight backed herself up against the table, secretively using her magic to finish a few sentences on the letter behind her. To keep Day Breaker from suspecting her, Starlight used a flash spell to momentarily blind the alicorn. In that split second, she teleported her letter outside of the building, hoping it to reach one of the ponies outside. She unfortunately didn't have time to send it directly to the princess.

When the smoke settled, Day Breaker pressed her face up against Starlight's muzzle. "Is that the best you've got Starlight? I'm beginning to wonder if you really did stop Chrysalis, or just took all the credit!"

"W-Well . . . it's not like Chrysalis is very smart." Starlight stalled.

A smile spread across the evil alicorn's face. She couldn't help but chuckle at the comment. "I couldn't agree more! But . . . you're not really any better, are you Starlight Glimmer?"

And before Starlight could respond, Day Breaker used a powerful beam of magic on the unicorn. The spell wrapped around Starlight, and encased her in stone. Her terrified expression imprinted forever on her face, Day Breaker laughed at the whimsy of it all. "You'll make a fine centerpiece for Chrysalis." She said, stroking a hoof over the hardened mane of the unicorn. "It's shame though. You could've made such wonderful student."

Then willing her Sun Flares to leave, Day Breaker left the small village smoldering to ash, taking her trophy with her, back to Canterlot.

* * *

Party Favor stumbled out from behind some of the burning buildings. He'd managed to avoid the ghostly monsters and Day Breaker after he'd been released. Double Diamond on the other hoof, was nowhere to be seen.

Quickly galloping through the village, the pony searched each of the houses for survivors, but found none. A few bodies, the sights of which, broke his heart. Many of these ponies he'd known for years. His only consolation, was that at least most of the villagers appeared to have escaped. Starlight Glimmer though, he'd found her house empty when he did finally search it.

"W-What now?" He asked himself, stepping outside Starlight's house. "What should I do?"

His whole livelihood demolished in the blink of an eye, where would he go? Party Favor stumbled out through the village, head hanging low. He should warn some-pony . . . but who? And what would he tell them?

As the unicorn walked, he noticed a piece of paper blowing against the soft wind. It was caught under a rock, and looked to have some writing on it. Curious, Party Favor stepped over it and freeing the paper, he skimmed over the lines. "Starlight . . . she was trying to contact Twilight . . . I have to get this to her!"

Packing away the letter, Party Favor galloped off towards Ponyville, and Princess Twilight Sparkle.

* * *

"Thank you so much Spike for sticking around to help." Rarity said, hugging her wonderful little dragon friend.

Spike blushed, happy to help in any way that he could. If it happened to be Rarity though, all the more reason to give a helping claw.

With things having slowed down after the initial rush of patients from the Cloudsdale fiasco, Rarity could barely keep up with the doctors' orders. Her hooves covered in dried, flaking blood after having performed surgery after surgery. Even with all the intensive care patients being taken care of, Rarity's legs still trembled from the anxiety at having to care for the soldiers. She could still see the faces of the soldiers she operated on. Their shrieks of pain due to limited anesthetic and the stuttering movement of their dilated pupils, Rarity shuddered as she grabbed another bag of ice. It'd kept her up for hours into the night. She knew the soldiers had it worse than, her, knew they were the ones that had fought so hard for the ponies up there. But that knowledge still didn't make things easier to deal with.

Twilight too, Rarity remembered the anguish in the pony's eyes when she saw just what she had done.

"Place this over Dash's forehead, will you Spike?"

"Sure thing Rarity!" Spike said, and taking the ice pack over to the Wonderbolt, pressed it firmly against her forehead.

Dash groaned and shuffled under her covers. She'd mainly suffered from fatigue, but also required bandages around her sides from cuts and slivers of broken glass being lodged inside her. The pegasus was also lucky in that she had been so knocked out, she didn't require any drugs. Good thing too, the doctors eventually had to limit its use to only the ponies under extreme distress. Apparently, the hospital hadn't been stocked up with a large amount, as they hadn't anticipated a surge of patients of this magnitude.

"How is she?" Rarity asked, stepping up to Spike's side when she saw her friend mumbling in bed.

Before Spike could respond, Rainbow Dash's eyes slowly opened up. She grumbled in pain from the soreness around her abdomen. "W-What happened?" She asked groggily.

"You carried Derpy and Scootaloo back by yourself. Then you collapsed in front of Twilight." Spike explained.

"We were all so worried about you . . . well, all of you." Rarity said, turning to glance at the two Dash had rescued. Scootaloo was only resting. She'd fortunately avoided any serious injury. Derpy on the other hoof, was in a bit more serious condition. The pony had been given antibiotics and even some chocolate to help regain her strength from the love that the changelings sucked out. For the first several hours after her arrival, they had the pony breathing with a respirator, not knowing if she'd ever come back. It'd broken Rarity's heart to have to watch Derpy fight for her life alone. No-pony had the time to sit next to her, and hold her hoof. That also didn't account for her broken wing. It'd practically been snapped like a twig and required extensive surgery just to repair it.

"W-What about Fluttershy?" Rainbow Dash asked.

Spike offered Dash an apple from a basket overflowing with them. The pony gratefully took one from the batch and chowed down on it. The food instantly revitalizing the pony to a surprising extent. She didn't realize just how hungry she was until she started eating.

"I'm sorry to have to tell you this Rainbow Dash," Rarity began, "but . . . Fluttershy never came back. Twilight had ponies watching for her, in case she was running late . . ." Her voice trailed off, and one look into Dash's eyes and Rarity knew that her friend understood.

Dash scowled at the apple she'd taken. Here she was enjoying a delicious piece of fruit from Sweet Apple Acres, and Fluttershy in all likelihood, had become a meal herself. _I tried. I tried as hard as could. Why was it not enough?_ Dash thought to herself. It angered her, infuriated her, that she had failed. Fluttershy must have gotten ambushed. How did Dash not see that before leaving her?

Throwing the apple to ground, the pegasus picked herself out of bed, almost spiraling to the floor with her wings stiffer than a log.

"Dash, just where are you going? You still need to be . . ."

"I'm fine Rarity!" Dash shot back. She trembled in both boiling anger, and suffocating despair. "And that's the problem! I'm fine . . . and Fluttershy's not. I-I can only imagine what's happening to her. I was supposed to protect her . . ." Dash's voice cracked up and she had to land to prevent herself from colliding with her own hospital bed.

Rarity took this opportunity to bury her friend in a hug. "I know Dashie. I know. But we've all got to be strong. Twilight's doing what she can to . . ."

Rainbow Dash pulled out of the hug and just looked at Rarity with a stare that screamed, "are you kidding me?!" and then hobbled on out of Town Hall.

"Where are you going?" Spike hollered after her, but the pegasus was already gone.

Spike and Rarity could only look at each other in surprise. Guess Dash's reaction wasn't really all that shocking. She'd been training probably harder than any other pony out there. Everything she looked to achieve, Dash always gave 120% in.

"We never should've gone . . ." Spike mumbled.

". . . It is starting to seem that way . . ."

Suddenly the combined racket of a harmonica, an accordion, a set of drums, and several other instruments echoed through the hall, waking a number of the patients. Both Rarity and Spike turned to face the source of the blaring nonsense.

Wearing the most ridiculous combination of flippers, wrapping paper, and clown make-up, Pinkie Pie cavorted into the hall, creating enough noise to crack the crystals in the Crystal Empire.

"Pinkie Pie, just what in Celestia's name are you doing?"

Pinkie smiled at Rarity, sounding off one of her trademark and copyrighted giggles. "Oh Rarity, I couldn't just sit around knowing you'd be here with Spike! Soooo, I thought I'd come, play some music, share some balloons, and cheer up every-pony here!"

"Yes, but Pinkie, making so much noise could . . ."

But Rarity stopped when Spike poke her side. She turned to see what the dragon wanted, and noticed several of the wounded sitting up, with curious gazes falling onto the wild party pony. Some even smiled at Pinkie's fashion sense that resembled something more of a possessed birthday present.

"I suppose the colts and mares here could use some cheering up . . ." And before Pinkie could jump the several feet that her springy tail teased, Rarity quickly added, "But please keep it down. Some of the more seriously injured need their rest."

Pinkie glanced over, seeing a number of soldiers, including Derpy, curled up and breathing heavily. Pinkie had to fight to keep the smile on her face when her eyes fell upon the poor pegasus. It reminded her too much of her own family, and how they could be equally injured, or worse. She just couldn't think about them now. She had to stay positive, for every-pony.

"I Pinkie Promise not to wake them up!" Pinkie said.

Rarity stepped aside with Spike and watched as Pinkie began her mesmerizing tune of talent, and tomfoolery. Spike for one, was quite impressed with Pinkie's ability to bounce back like this. It hadn't been all that long ago that he visited her in her room, and seen Pinkie in the most painful state.

"I'm glad at least one of us can continue to smile," Rarity said, taking a seat besides Spike. "I never realized how much they needed this."

Spike agreed, watching as Pinkie tripped over one of her own streamers, which sent a pie into the air and back down onto her face. Where Pinkie had gotten a pie, no-pony knew. Then again, sometimes they were better off not knowing. Still, the crowd loved her little performance in the aisle and a few pegasi even clapped along to her whimsies.

Even Scootaloo had woken from her sleep, and watched Pinkie with the same innocent eyes that any filly would've worn before all hell had broken loose.

Pulling himself up, Spike walked over to Scootaloo, tiptoeing past the little mess Pinkie had created for herself. "How're you feeling?" He asked the little pegasus. "You must've been through a lot."

Scootaloo nodded, the faint smile falling from her face as she turned her attention away from the dancing pony. "Did Derpy and Dash make it back?"

"Yep. Dash is out helping with the army. And Derpy . . ." and at the mention of the pony's name, Spike glanced over at the bed in which Derpy slept. Even with all the commotion, she barely stirred. "She was in really bad shape when you girls arrived."

"But, she'll be alright, won't she?"

"Of course, she will. Rarity and the nurses here are doing everything they can for her," Spike assured. "What about you? There must've been so many changelings up there."

Scootaloo nodded. She gulped, remembering everything that she had witnessed while in Cloudsdale. It was all so clear in her head as she spoke. As if Scootaloo could look out a window, and see it happening again, she said, "I didn't see a lot of changelings until Rainbow Dash rescued me. But . . . there was something else there too Spike."

When Spike saw the fear spreading over the little pony's face, he motioned for Rarity to join him in case Scoots needed calming down. Spike placed a hand on the foal's shoulder, helping to stop her from shaking.

When Scootaloo saw Rarity arrive at her bedside, she said to them both in a low whisper, "There was something else in Cloudsdale . . . before the changelings arrived. Princess Celestia . . ."

"Day Breaker . . ." Rarity whispered at the mention of Celestia's name. It wasn't so much a correction as a realization.

Scootaloo, understanding the name, nodded and continued, "She brought these t-things with her. They were alicorns . . . I think . . . except they had no faces, no eyes."

Spike saw the life drain out of Rarity. The dragon only assumed to have the same look of shock and terror spread over his own face. "What were they?"

"I don't know. But . . .Day Breaker controlled them. She used them to attack Cloudsdale, and round up all the pegasi there. I managed to hide from them, but . . ."

"It's okay dear. Everything's alright," Rarity soothed.

"Then all of a sudden they were gone. Just disappeared. I don't know where they went to . . . but then, it wasn't long and the changelings came."

Spike knew from the look Rarity gave him, that stern, pressing gaze. He knew exactly what he needed to do. Twilight had to hear this, now. "Can you look after her, Rarity?"

"It's my job. You get going."

Thanking Rarity, Spike hurried out of Town Hall, and into the gaze of the changelings probing the barrier from above.

* * *

"We need to get over there, and rescue Fluttershy!" Rainbow Dash exclaimed, pacing back and forth inside the map room of Twilight's castle. She watched with both Apple Jack and Brawny Hoof as the pony struggled to stay calm. "It was stupid of us to go up to Cloudsdale!"

"Now hold yer horses there Rainbow, Twilight's doing everythang she can to keep every-pony here safe from them critters."

"So what? We just forget about Fluttershy! Abandon her?!" Dash had leapt up into the air, hovering over them in disgust. "I warned you this would happen!" She cried, pointing a hoof at Twilight, "I told you Fluttershy and Derpy shouldn't go up there!"

Twilight had no response for the Wonderbolt. Rainbow Dash was right. "I'm so sorry Rainbow Dash. I never expected things to turn out like this. And I haven't forgotten about Fluttershy . . . believe me I could never forget about her. She's my friend. But there's just nothing we can do right now."

"Come on now, what's happened has happened. We shouldn't fight over it neither." Apple Jack stepped up to the princess' side, offering her support. At the same time though, Apple Jack's heart tightened at the loss of one of their friends. Even now, she still hardly believed it. "If we're gonna ever rescue Fluttershy . . . and the others, we can't be squabbling like this."

"But who knows what they're doing to her?! What if we wait too long and the changelings just eat her up? What then?" Rainbow Dash shook her head. Even with the loss of Fluttershy, she figured that at least there'd be immediate plans to get her back. Not this, never this! "If we don't act now, then it might be too late!"

"Now stop it Rainbow Dash!" Apple Jack shouted, her temper getting the better of her. "This ain't helping no-pony! And you don't talk about Fluttershy like that! She's tough! She'll make it!" Apple Jack shook in anger not so much at what Dash said, but at knowing that the pegasus could be right.

As Apple Jack and Rainbow Dash bickered, Twilight couldn't help but step back. She wished to calm them down, to set them straight and return the girls to their light-hearted competitive nature. But she couldn't. She didn't have it in her.

"This has gone on quite long enough," Brawny said stepping in. He glanced from Twilight then back to the two girls who abruptly stopped when he'd spoken. "The castle is no place to be arguing over such nonsense."

Dash still hadn't calmed down and turned her anger towards the soldier. "You think Fluttershy is nonsense?!"

Brawny hardened his stare. "I think Princess Twilight requires the support that she deserves from you to look after every-pony in Ponyville. She can't afford to worry _only_ about her friends. I'm sorry about Fluttershy, but there's other ponies to worry about right now. We need to focus on them."

Rainbow Dash landed in shock at the words that came from the soldier's mouth. She expected Twilight to step out, and reprimand Brawny for what he said. Her mouth dropped when all Twilight did was nod in agreement. The violet alicorn wouldn't even look at her. Even Apple Jack was taken aback by the soldier's statements.

"B-Brawny's right," Twilight said, stepping to her friends. She fought to control her emotions as she looked her friends in the eye. "We can't help Fluttershy right now, so lets focusing on the ponies that we can help. Besides, I don't think anything'll happen to her. Day Breaker and Chrysalis will probably keep her as a bargaining chip."

"Fine," Rainbow Dash grumbled. "G-Guess I'll just go back to Captain Shining Armor for my next assignment." With that, Dash flew out of the castle.

Twilight released a long sigh, collapsing onto the floor. She turned to Apple Jack, who stood awkwardly in the room alongside her guard. "S-Sorry Apple Jack. I didn't mean for all this to happen. I was only trying to do what I thought was best."

"Of course ya did Twilight. That's why you're princess. Because you know this stuff better than any of us." Grabbing an apple from the basket she'd brought, Apple Jack handed over the apple. "Don't worry. We'll get Fluttershy back. I promise."

Taking the apple, Twilight bit into it, enjoying the juicy crunchiness of the golden delicious fruit. "Thanks Apple Jack."

Tossing one over to Brawny, Apple Jack said, "and here, you might as well take one too. Can't have no royal guards working on an empty stomach now, can we?"

Brawny smiled at the pony's offer, and deciding he'd better take the apple, accepted it and bit into the fruit. "Thank you. Gotta be a lot of work picking these apples," He said, biting into the apple. Of course, it just didn't have the same taste or texture that the love from other ponies had, but deciding it was edible, he finished it off to satisfy the mare.

"Naw, it ain't much really. You ponies need the food, and my farm's got plenty to go around."

"How are things on the farm?" Twilight asked, grateful for the topic change. "I was surprised you made it in with all the changelings surrounding Ponyville."

"Those critters ain't no picnic to deal with either. But there's a good chunk of Ponyville near my farm where those changelings aren't bothering. So I've been entering in from there."

Relieved, Twilight said, "That's good to hear. With you bringing in food for us, it's one less thing to worry about. But if anything would happen, bring your family in right away. We don't want to lose any of you."

"I know. But generations of Apples were raised on that farm. We ain't going nowhere."

Before Twilight could respond, the doors opened up with Spike rushing through. He waved at both Brawny and Apple Jack, not taking a moment to stop, a scroll of paper clenched tightly in his hand.

"S-Spike . . . what's wrong?" Twilight asked.

The dragon, taking a moment to catch his breath, eventually said, "I was on my way over here . . . when I got a message from Princess Cadence. She's sending soldiers for backup."

"She is?!" Both Twilight and Apple Jack responded in the same manner. How could Cadence ensure the safety of her soldiers? How could Shining Armor guarantee the identity of those coming over? "But how? We won't be able to . . ."

Stuffing the letter in Twilight's face, the princess eventually grabbed it with her magic for review. "They're coming on the Friendship Express. And . . . it looks like each soldier has been given a secret code for identification." Twilight pondered over the potential problems that could arise from the sudden shipment.

"Well that's great!" Apple Jack exclaimed, "Maybe with them extra set of hooves, we'll have more time for finding Fluttershy!"

"Possibly," Twilight carefully said, "But the problem is we can't guarantee their safety until they arrive. If the changelings try and attack the train, those soldiers are sitting ducks."

Tremor looked around over the ponies and the dragon. His Brawny disguise had brought more valuable information to Chrysalis' goal than he'd ever thought possible. "Might I suggest then," the changeling began, "that knowledge of this information doesn't leave the room. With the exception of the captain who will of course need to know for making preparations, we should keep this information to ourselves."

"That's not a bad idea." Twilight said, to the agreement of the others. "Spike, take that message directly to Captain Shining Armor."

"Okay. But first, I have to tell you something. Scootaloo woke up."

"Well that's great news! Apple Bloom'll be chirping like chicken when I tell her."

"Well yeah but . . . she saw something on Cloudsdale."

"What was it?" Twilight asked, "Did she have any information on the changelings?"

Spike shook his head, and proceeded to explain to those present the shadowy figures that the young pegasus had seen while in the clouds. The room fell into silence as Spike described the impossible creatures that had paved the way for the changeling invasion. Both Twilight and Apple Jack had glanced to each other in shock. "Are you sure that's what she said?"

Spike nodded.

"Twilight . . . you know any hocus pocus that can make something like that?"

"No . . . I can only speculate. It must have been from that book, but . . ." and Twilight's voice trailed off. She paced back and forth, talking out loud, "If she's got that kind of magic, we have to assume that Captain Shining Armor's barrier won't stop them."

". . . which means, we'll need to keep our eyes peeled." Apple Jack said.

Twilight nodded, and turning to her guard, she said, "Brawny, would you mind spreading the word to the soldiers. We need every-pony on the look-out for these things. And I need to know immediately if they are spotted."

"Right away Princess," Brawny said, and giving a soft bow, hurried out of the castle.

"Spike," Twilight said, "let's get word out to Princess Cadence and Starlight Glimmer."

* * *

Slipping out across town, Tremor trotted carefully towards the Eastern edge of Ponyville. His Brawny Hoof façade continuously rewarded his queen with a wealth of information. Today had been no different. The changeling wanted a quick rendezvous with the others to plot out their next course of action, that and Razor should be back by now.

As Tremor moved through the town, he found ponies smiling at him, waving at him. Many were excited to see a soldier wandering the town, grateful to him for all his deeds. He couldn't help but find it both amusing and disgusting at the same time. How had ponies survived so long if not every one of them were willing to fight? They thanked him now, but behind his back, what did they say? The soldier hadn't been ignorant of the dissent spreading throughout the town. Ponies disappointed in some of Twilight's decision-making were becoming more noticeable. Even as Tremor moved through the streets, some that recognized him as Twilight's bodyguard would grimace and turn away. _Such disrespect for their ruler. No wonder Queen Chrysalis is gaining the upper hoof. Take away their royalty and magical elements and they're defenseless._

Reaching a rather poorly defended edge of Shining Armor's barrier, Tremor took a deep breath and walked on through. Just as before, his shard of the throne protected him and the changeling easily passed on to the outside. With a few more steps, he'd pull himself far enough away where no-pony would see him. Reverting back into his changeling self, Tremor wandered deeper into the thicket of tees, until he arrived at a small stream where a single pegasus lay resting.

The sun lowered in the sky, signifying another evening. Whether or not the timing was accurate, no pony knew, but the dying light gave Tremor a better glimpse of the one that rested so nonchalantly out near the water. The disguise most recognizable, the changeling approached the "mare" and sat at her side.

"So you finally made it back," Tremor said, "Is there any news from Canterlot? Did Queen Chrysalis get our news?"

The pegasus remained silent for a moment, and then slowly, her orangish fur evaporated into her hardened shell. A black, jagged horn sprouted from her forehead, and with a soft breeze to her tail and mane, Sunset Star had melted back into Razor. He smiled when he saw his comrade. "She did. I told her all of it. And she was very happy when I told her about Starlight Glimmer."

"Of course she was. Our queen has been due this revenge for a long time."

Razor turned back to the water, staring into his own reflection. "Day Breaker is becoming a nuisance. She's taking more control over things as the days pass."

Tremor cursed. He knew it only a matter of time before the alicorn would drop to such tactics.

"We have to finish up here soon." Razor whispered. "Queen Chrysalis may need us."

Tremor pondered over this, over what had just occurred with the meeting in the Castle of Friendship. "I know how. South of Ponyville is an apple farm that one of Twilight's friends operate. It's supplying the town with food." Razor's lips stretched into a smile as the other changeling spoke. "The farm is only lightly guarded. Have a group of changelings destroy it, and take what they can."

"And . . ."

Tremor turned to Razor, returning the smile with one of his own. "And Cadence is sending us backup via a train."

Razor couldn't help but chuckle as Tremor spoke. He could almost taste the love from the ponies. "Gather some of our brothers and sisters, let's get this plotted out. By week's end, Ponyville will be ours."


	15. Chapter 15

Hey everyone! Happy New Years! I would've had this chapter up yesterday, but have been feeling a tad ill these past few days. On the brighter side though, looks like we'll finish 2017 with just one more chapter of this story. I hope everyone had a wonderful Christmas/Holidays and I look forward to continuing this story well into the new year! I hope everyone enjoys, and if you're able, please leave a review! Thanks for reading.

 **Chapter 15**

Apple Jack bucked her hooves against the firm trunk of yet another apple tree. With her precision in the exact angle and power behind her bucking, the apples fell into carefully placed buckets, not a one rolling onto the ground. With years of apple-bucking experience, the mare hardly had to think about what she was doing. Her body felt almost automated in the work.

Scooping up the buckets, Apple Jack tossed them onto the cart she'd brought with and hurried on to the next tree in line. As she worked, she couldn't help but gaze out over the evening sun and how the dying rays of light shimmered through thickets of trees. The apples glowed from the warmth and filled the air with a soft aroma of fresh fruit and blooming flowers. The sight alone was breathtaking to say the least, if not a little unsettling.

"Can't Day Breaker make up her dang mind? This day and night tom-foolery is driving me nuts." She eventually complained, pulling off her hat to wipe the sweat away from her brow. The sunset was beautiful, but only when it set at the proper times.

"It's psychological war-fare," came the voice of a nearby solider. He'd been one of the six Twilight had sent out to assist the Apples. Not one pony was to be on their own while out here. "Day Breaker's doing this to mess with us, to confuse us."

"Well I don't doubt that," Apple Jack retorted. She slammed her back hooves against yet another tree, and a steady stream of apples once again filled her buckets. "The least she could do would be ta put it on some kind of schedule or something."

The soldier just gave her a half-smile. "I don't think we'll be that lucky."

Apple Jack groaned. It looked like another couple hours of working in the dark. Then of course when the work day actually ended, she'd be burying her face under the blankets to blot out the sun. Pulling out the last of the buckets, the earth pony quickly filled them up, tossed them on her cart, and pulled the full load back to the barn. With the soldier following her, she couldn't help but think of Twilight and her friends back in town.

"Frosted Wind . . ." Apple Jack called the soldier by name, "Whatcha think is happening in Ponyville? Is it really in so bad a shape?"

The soldier thought long and hard about her question, having only heard updates through the grape vine as it were (namely Apple Jack). "If anything, they're reassigning the troops to more even numbers after the losses. It makes everything a bit tighter, but as long as Captain Shining Armor can hold up the defenses, then we've got a shot. But we have to get on the offensive somehow." Then giving the pony a sincere smile, he added, "Guess that's what you and your friends are for."

Apple Jack glanced away from embarrassment, and shame. After the argument with Rainbow Dash, she worried about the state of their friendship. She doubted such an attack could even happen. "Well . . . I guess we'll all see about that."

As they moved past acres of trees, Apple Jack couldn't help but take note of the rows upon rows of trees that had already been bucked clean. Just how long were they supposed to keep this up? At the rate the apples were being shipped to Ponyville, they could probably keep this going for another couple months if absolutely necessary. But what about after that? _Now stop it Apple Jack. Ya can't be thinking like that. Gotta keep those ponies fed for Twilight, so she can figure out some sorta plan._ The mare thought to herself. She'd really been lucky with the soldiers that Twilight had sent, and fortunately for her, they weren't no bums. All six worked just as hard as Big Mac or herself to keep the farm running, and to keep them safe.

"Got another load I see," Granny Smith called from the barn when she saw their approach.

"Yep. Figure at this rate, we should clear another acre or so before the day is out . . . or in" Apple Jack said, glancing back at the setting sun. She really had no clue as to what the time was anymore, and it drove her nuttier than a hungry squirrel in the winter.

Granny grunted in equal frustration. "Well not much we can do about it I suppose. Seems like there's always something out there trying to cause trouble." Then feeling a small twitch in her bones, Granny said, "but I gets the feeling you got another three hours fore we call it a day."

Apple Bloom suddenly poked her head out of the barn as well. "Apple Jack!" She exclaimed. "I'm so glad you're back! We've been making up some cider for everyone to have after picking apples!"

"I hope you're sorting some of them too," Apple Jack said, "We'll have ta start prepping another shipment for next week."

"I know. But we gotta have some to ourselves too. And the four soldiers ya got with us have been a big help!"

Apple Jack glanced to Granny Smith, a little worried that their fruit might be getting squandered. But Granny Smith simply nodded with a smile, "We gotta have a little enjoyment too with this. When things get dark, it's good to keep a smile tucked away in the pocket."

Shaking her head, Apple Jack couldn't help but chuckle. "Very well. I suppose I could do with some cider. Sounds mighty fine right about now."

With help from Frosted Wind, it took Apple Jack far less time to unload her cart than usual; just another perk of having the help. They'd decided right away that the majority of the soldiers should stay with Granny Smith and Apple Bloom, as those two needed the most protection. Apple Jack could handle her own, and Big Mac wasn't a pushover. So, they each had a guard to themselves.

Speaking of the big red machine, Apple Jack asked, "So how's Big Mac doing? Haven't heard hide nor hair from him all day!"

Before either of them could respond, a rustle from the nearby brush caught Apple Jack's attention along with every soldier and Apple family member there. Amber Sky, the soldier assigned to help Big Mac, burst out from the trees. "Help! Help!" He cried, his eyes almost bulging from his head.

"What is it? What's wrong?" Frosted Wind was down immediately next to his comrade with Apple Jack hurrying behind.

"C-Changelings . . ." was his only word.

Apple Jack burst off into a gallop back into the fields. She heard the soldiers calling after her, but she only commanded, "Stay with Granny and Apple Bloom!"

Apple Jack's heart pounded in her chest as she hurried into the field of trees. _Please be okay. Please be okay._ Her mind raced. As the mare moved through the trees, she whipped her head from side to side, trying to remember exactly where her brother had said he'd be working. But when Apple Jack took a sudden turn down a different row of trees, she began to see the familiar imprints of Big Mac's hooves, and the tire tracks from his cart. Big Mac being a bit stronger than his sister, the cart he generally pulled left more of an indentation in the dirt than her own.

Stopping to get her bearings, Apple Jack stared at the path of tracks, and then up at the trees. Her brother had definitely worked here. The trees were bare and the bark on the trunks had oblong chips that matched Big Mac's hooves. Staring further on down the line, she could just make out some trees with apples, indicating her brother hadn't yet finished this row.

"Big Mac!" Apple Jack called out as she rushed down the row, praying for him to answer. "Big Mac! Where are ya?!"

Suddenly stopping, Apple Jack found her brother laying near a tree, gasping for air. "Big Mac!" She cried out and rushed on over to him. "You alright?"

"Yepp."

Her brother struggled to stand up, having twisted a leg. He groaned at putting weight on it, managing to steady himself on his other three hooves.

"The changelings, where are they?" Apple Jack asked, suddenly growing a bit angry that Amber Sky had left her brother here. He could've easily helped Big Mac to the barn!

Big Mac stopped, and looked up to the trees. "Upp . . . in the trees."

"T-The trees?" Apple Jack asked, and stared up into the branches of the trees they passed as they started back towards the others.

At first, the fedora wearing pony saw nothing but leaves and apples. She squinted hard, while still trying to help her brother back towards the barn. They were a long way off yet, and she didn't want to leave him alone. As they walked though, Apple Jack started to see something hidden inside the branches. With it growing dark, she first thought she'd been seeing fireflies hovering around the leaves. But then, as she stared harder, she noticed the flickering of the eyes.

The two stopped in the middle of their field, and Apple Jack gulped. Her mind raced with ideas and possible courses of action. Every tree she looked at now stared back at her with a pair of glaring blue eyes. And with the sun almost down, light in the field had quickly died down, casting most of their path in shadow.

"Oh, I do not like the looks of this." She whispered to her brother, who responded with a worried, "nope."

"Come on let's hurry," Apple Jack said. Just as the words escaped her mouth, she heard a large pompf onto the ground behind her. She stopped, cocking her head round to see what had fallen. There, about ten feet behind them were about eight changelings, standing all in a row.

Another pompf and Apple Jack whirled around to find eight more standing in front of her. The mare narrowed her eyes, listening to the movements of each of the creatures. Feeling them closing in, she whispered, "Stay close. I'll get us out of this."

When on of the changelings finally, pounced, Apple Jack jumped over to the love sucker and kicked her rear hooves back, making contact with the changeling's face, sent him flying off into the distance. All of the changelings stood still for just a moment, and then they charged all at once. From both sides they attacked, and Apple Jack lurched from monster to monster, kicking them back as hard as she could. Even Big Mac had forced himself to retaliate, stomping down hard on the creatures, and kicking them away when able.

"We-We can't keep this up!" Apple Jack shouted, head butting another changeling that attacked her from the side. She bucked probably her seventh into a tree, his horn stabbing into the trunk and knocking him out.

When Big Mac didn't respond to her statement, she turned and shouted her brother's name as five changelings had ganged up on him, and were starting to suck the love out of him. "Hey! That's my brother!" Apple Jack screamed, and charged her way over, kicking and headbutting the creatures off him. "You leave him alone!" She screamed and by the time she'd freed Big Mac of the love suckers, he coughed and gagged, struggling to stand on his own.

Apple Jack couldn't hold the things off forever. She could hear more of them dropping out of the trees, and quickly slung his front hoof over her back. "Come on! Gotta get you out of here!"

Big Mac though, pulled away, and said, "No . . . the barn Apple Jack . . ."

Confused, the mare turned to face the path that led to the barn and saw an orange glow climbing out over the tree tops. At first, she thought it was Day Breaker playing with the sun again, but then, she saw the smoke. "No . . ."

"Go Apple Jack . . . Go!" Big Mac cried.

"I . . .I . . ." and suddenly more changelings dropped from the trees. If Apple Jack was going to save Granny and Apple Bloom, it had to be now. Anymore time lollygagging around here and she wouldn't make it. But she couldn't leave Big Mac, and couldn't carry him all the way either.

"Go!"

"D-Damn!" The earth pony cursed, and blinking out her tears, turned away from her brother. "I-I'll come back for you Big Mac! I . . . I swear!" and taking off at full gallop, Apple Jack charged back towards the barn, dodging the changelings as they fell from the sky.

Apple Jack eventually closed her eyes as she ran, otherwise she knew she'd be looking back, and turning back. Her chest tightened, knowing this was wrong, knowing she shouldn't be abandoning her brother like this. There just wasn't any time though. And the barn! Granny and Apple Bloom could still be inside!

Changelings bounced off of Apple Jack as she charged back into the farm. The burning odor of scorched wood and burnt hay filled her nostrils. She opened her eyes and the black puffs of smoke blurred her vision. The fire blazed from every crack in the barn, engulfing it in a hellish inferno.

"Apple Bloom! Granny!" Apple Jack screamed. "Where ya'll at?!" and she galloped from one end of the barn to the other, hoping beyond hope that she'd just find them with the soldiers watching the place burn. But they were nowhere to be found. "Granny! Apple Bloom!"

Her voice barely carried with the roar of the fire, and Apple Jack started sweating like marshmallow over a campfire. Her options were running out. One look at the fields and she could see the changelings quickly approaching. _They could still be inside_. The thought brushed past her head and Apple Jack made her decision with the blink of an eye.

Tossing her hat to the ground, the earth pony bucked down the doors to the barn, sending flames roaring out of the doorway, the pony leaping back just to avoid being smothered. Then taking a deep breath, Apple Jack galloped into the burning building, the intensity of the fire instantly charring her fur. She coughed and gagged for breath as the smoke thickened all around her, strangling the pony.

"Granny!" She coughed, squinting to see past the fire and the billowing smoke. "Apple B-Bloom!" Her voice grew raspy as she searched the barn. A couple of beams collapsed behind her, flames shooting up twelve feet high, blocking that exit. "G-Granny! Apple . . ." but her lungs filled with smoke and Apple Jack broke out into a fit of coughs. Sweat poured down over her body, soaking into her fur as the heat from the flames started to scorch her hooves.

Apple Jack felt her body growing weak. She had to get out of here, or she was toast. Literally. She staggered through the barn, the smoke blinding her, choking her. All Apple Jack could do to navigate was stare down at the ground. The fire had grown too thick. She could smell her own fur burning, but could do nothing for it. As her lungs filled with smoke, Apple Jack stumbled up against a wall. She collapsed against it, pushing weakly at it, hoping for an exit. But it didn't budge. _This is it. I'm not making it outta here._ She felt herself tearing up. Her consciousness was fading. All she could think about was her family. She'd failed them. Failed to protect them! Who knew where they would be?

Apple Jack laid her head down and began to cry, her body lurching as the thick black clouds once again filled her lungs. And then, the wall behind her opened up. But it wasn't a wall at all. It was a door. She'd been pushing on it the wrong way. One of the soldiers, Frosted Wind, stuck his head in, and grabbing the earth pony, dragged her on out.

Being dizzy, Apple Jack's head swirled as her body was back in the cool air. She heard the soldier screaming at her, directing her, but she couldn't make out what he was saying. It took the pony several seconds to get back on her feet before she finally asked. "Apple Bloom . . . Granny . . . where are they?"

A loud crash from the farmhouse answered Apple Jack's question and both the pony and the soldier rushed around the burning barn and towards the house. The shrill sound of Apple Bloom's scream erupted from the Apple's home and the earth pony broke out into a gallop, shouting her sister's name. "Apple Bloom!"

"Apple Jack, watch out!" Frosted Wind shouted, and shoved the pony to the ground just as a swarm of changelings dived down at them.

"No!" Apple Jack cried out and bucked away at the love suckers. She watched Frosted Wind's attempted counter-attack, and make his way over to her, but was soon swallowed up by the changelings and then was gone.

Catapulting herself into the air, Apple Jack leaped onto the heads of as many of the changelings as she could. She hoped to at least fracture a couple skulls while jaunting over to the house. When one changeling grabbed her by the hind leg, AJ quickly bucked him in the face with her free hoof until he released.

By the time Apple Jack got out ahead of the love suckers, she stopped in front of her house just in time to see two of the windows burst open. The glass rained down onto the pony like snow. Out of the windows flew changeling after changeling. To Apple Jack's horror, not only were four soldiers carried out, but so were Apple Bloom, and Granny Smith.

"No! You bring them back here! You . . . you damn critters . . . Apple Bloom! Granny!" Apple Jack cried, tears starting to form in her eyes. She wanted to chase after them, chase them till her family was within reach. She wouldn't lose them. She couldn't.

The hissing of the changelings brought Apple Jack back down to reality and she knew she couldn't fight them. There was just too many. Twenty or thirty at least, she had to run for it. Galloping around the growing swarm, Apple Jack came across her hat, blowing in the wind. Snatching it back up, she tossed it on her head, and galloped back towards Ponyville for help.

* * *

Twilight sat in her castle, discussing with Brawny Hoof her plans for dealing with the soldiers in-route from the Crystal Empire. She had no time table for when they would be arriving, but the princess needed to be ready, needed to have a plan. "Is Captain Shining Armor coming?" Twilight asked her guard.

"No, he's prepping for the arrival of the Friendship Express. Our guards spotted it earlier today. Should be here in a couple hours."

"Already? That was fast!"

The boost in soldiers certainly wasn't going to makeup for the loss of pegasi on Cloudsdale, but it should put the citizens at ease. Not only that, but reports from the front line have suggested soldiers haven't been rotating shifts due to lack of help. Guards were pulling twenty-four hour shifts before even thinking about a break. At this rate, if Queen Chrysalis or Day Breaker showed up, Shining Armor's army would be defeated by exhaustion.

"Princess, we may want to think about planning for an offensive." Brawny suggested. The changeling knew he had to prevent Twilight from getting a solid footing with any of her plans if the invasion of Ponyville was to go without a hitch.

"But how? We don't have the forces needed for an offensive."

Before Brawny could elaborate, the doors to the throne room burst open and Apple Jack galloped in hard. Sweat poured from her forehead. Her eyes wide with terror, the panic-stricken pony began jumbling words together the second she saw the princess. "Twilight . . . please, you have to help me! Granny . . . Apple Bloom . . .Big Mac . . . we have ta hurry . . ."

Twilight, seeing the immediate distress with her friend, wrapped a hoof around her and said, "Apple Jack, calm down. What happened? What happened to your family?"

Apple Jack took in a couple breaths, silencing herself as fresh tears rolled down her cheeks. No matter how she tried, she couldn't calm her pounding heart. Her body shook as though she was on one of Pinkie's sugar rushes. But the pony tried, she tried to explain speak slowly. "P-Please Twilight . . . changelings attacked my farm. And they got Granny, and Apple Bloom, and . . . and I think they got Big Mac too."

"What?!"

"They've . . . They've taken my family, they're burning my farm down . . . Twilight, I-I don't know what to do." Apple Jack desperately looked up into her friend's eyes.

"A-Apple Jack," Twilight said, hugging her friend close. The princess didn't how to respond. She held her friend close. Twilight had never seen the farmer so out of it before. "I-I don't know what to say. I'm . . . I'm really sorry Apple Jack."

"You're sorry?" The pony stepped back, confused. "We don't have time ta be sorry. We gotta get them back. Gotta save my farm. All of our crops . . . they'll be destroyed."

Twilight bit her lip. She avoided her friend's gaze, and searched for the words that would calm her friend.

"Well what are ya'll waiting for? We gotta do something!" Apple Jack yelled, quickly growing impatient.

"I'm sorry Apple Jack," Twilight began, after getting a nod from Brawny. The princess spoke slowly, choosing her words as they left her mouth. Her whole body shook in fear. "We need our soldiers here. We can't spare any as it is."

"No." Apple Jack said in disbelief. "No, I didn't hear that. I know I didn't hear you say that." The earth pony glanced from Twilight, to her guard, and back. Something was wrong here. This wasn't the Twilight she knew. This couldn't be her friend. Her friend would've jumped in to help, head first if need-be. "That farm has been in the family for generations . . . My family Twilight! And my family needs me . . . they need us!"

Twilight saw the shock in her friend's eyes, the disbelief. She fought back tears, fought back the growing desire to rush out of the castle with AJ, and save the day. Her role as princess, her role as leader of Ponyville, both prevented her from doing just that. "A-Apple Jack . . ." Twilight stuttered, "I-I'm so sorry. But we're needed here. If . . . if your farm has been hit by the changelings, then . . . then you should stay here, until we can come up with a plan to attack Chrysalis and get them back."

"A plan? Twilight, I can't do this by myself. I can't. I need help," Apple Jack begged. She searched the eyes of her friend, then looked to the guard whose stone expression provided no comfort. When she realized her friend's position was not wavering, Apple Jack quickly wiped away her tears. She suddenly felt as though she were making a fool of herself. "T-Then, at least let me take Rainbow Dash, Rarity, and Pinkie Pie. Maybe we . . ."

"I can't let you do that either." Twilight said, no longer able to look her friend in the eyes. "Rainbow Dash is helping Shining Armor with recon. Rarity is assisting the nurses in Town Hall, and Pinkie Pie . . . we may need her party cannon. I can't let you leave Apple Jack."

Apple Jack was about to argue, but Brawny stepped in and said, "Please Apple Jack. Try and understand the princess' position here. She can't just worry about your family. She has to take into account every pony in Ponyville. And besides, you said so yourself. We shouldn't squabble over these things. What's happened, has happened."

Apple Jack's heart sank at hearing the words she'd said to Rainbow Dash only a day or so ago. "I-I know . . . but . . ." and Apple Jack glanced between the two. She closed her eyes and blinked out her tears. This was the decision. This was it. "I-I'm sorry. I don't know what I was thinking." Apple Jack said, turning around. She knew why Twilight refused to help, but it didn't make things any easier to swallow.

"Apple Jack!" Twilight called out.

But the pony ignored her. "I-I can see myself out." Apple Jack whispered, and then she slipped out of the castle, her body trembling with the realization that she may never see her family again, or her farm.

Tears fell from the princess' eyes, watching her friend leave the castle. It felt as though all life had been sucked out of the room. _First Rainbow Dash, and now Apple Jack . . ._ "Brawny, am I really doing the right thing?" Twilight asked. She turned her head to the guard, making eye contact with him. "Is this really what I should be doing?"

Brawny stared into the alicorn's eyes. He could see the doubt, and fear flooding into her body. The changeling couldn't have been happier. Thinking carefully over what had just occurred, Brawny chose his words carefully. "I think you are making decisions that while very difficult, are saving the lives of many ponies. Your friends only misunderstand because they are distracted with emotion."

"I-I guess that makes sense. But, why does it feel so wrong?"

Smiling at the princess, Brawny stepped over to her, and stood by her side. "Princess Twilight, I may be out of line when I say this, but . . . friends may be one of the most important things that a pony can have. Unfortunately, as a princess, you need to be willing to set those friendships aside, and act upon the needs of every-pony, and not just the needs of your friends."

Twilight stared up at her guard. "But . . . Apple Jack's family . . . and the food . . ."

The changeling saw Twilight's reaction, and understandably so, she reeled at his words. He knew she'd spent years cultivating friendships with the other bearers of the elements. Hearing such words were probably quite damming to her. Taking another approach, Brawny said, "Then, what if when your friend came in and requested soldiers, you sent a small battalion to her farm. With my estimations, by time the soldiers arrive, her family is most likely in Canterlot. Her farm is probably leveled, and crawling with changelings. Even if your soldiers managed to scrounge up some food, or even a survivor, the changelings would be on them like a bur in the tail." Lowering his voice, Brawny finished, "And now what have you lost? Apple Jack's family, her farm, and another group of soldiers. Long-term, that's less protection for all the ponies here."

Twilight's shoulders dropped and her head lowered towards the floor. You're right. It would've been so foolish to send out help."

The changeling couldn't help but smile inside at seeing the broken-down Twilight. "Perhaps after the backup arrives, we can start planning something. But for now, we better inform the captain of what happened." He suggested.

At that, Twilight nodded.

* * *

Shining Armor stood at the train station for Ponyville, watching with baited breath alongside his soldiers for the train. The list of passcodes tucked away, the captain sweated with anticipation as the all-too familiar whistle of the Friendship Express echoed off in the distance.

"At the ready soldiers," Captain Shining Armor commanded. Though his barrier protected against changelings, he couldn't guarantee it protected against Day Breaker.

 _Please Cadence, I hope you knew what you were doing._ The captain prayed. He knew his wife to be one of the most generous in Equestria, one whom any-pony could count on. That was the extent of her love, and one of the reasons he loved her. Still, the danger she potentially placed every-pony in by doing this, couldn't be ignored.

Stepping back away from the tracks, Shining Armor watched as the Friendship Express pulled into the station. Puffs of smoke funneled out from the locomotive's smoke stack. Solders surrounded the train, with spears and swords at the ready. At first, no-pony moved.

"General Artic Blossom," Shining Armor finally called out.

The doors on the front car opened up and a gruff looking grey colt stood in the doorway. He ruffled his mustache, his iron blue eyes staring back. "Captain Shining Armor. Permission to disembark."

Shining Armor used his magic to pull out the list his wife had sent up. "Password."

"Cloudy Cookie."

Nodding, Shining Armor handed the list to one of his most trusted colts as the Crystal Empire general stepped off the train and over to the captain. "How are things here?" He asked, straight to the point.

"Well, we're surviving so far. You probably heard about the disaster up in Cloudsdale." To this comment, the general nodded. "We've had to stretch out our troops just to cover all of Ponyville, though I'm afraid I'll have to shrink the barrier soon." The captain flinched as his migraine flared up again. "I won't be able to keep it up otherwise."

"You do what you have to do." The general said, glancing back over to his soldiers as they exited the train single-file. "We're here to help. Wherever you want my colts, just send them out. We are all at your disposal."

"Thanks. This means a lot." The captain watched too as the soldiers disembarked. With this number of soldiers, probably numbering close to seventy, Ponyville's forces would almost be back up from the loss of pegasi. "How is the Crystal Empire doing? How's Cadence?"

"She's fine. Worried about you mostly. But the Crystal Empire has been pretty quiet. Haven't seen too much. But I don't' think it will stay that way forever. I think Day Breaker is putting in for a big push for this place to fall."

Shining Armor was about to respond when suddenly a burst of wind flung about his mane. Looking up, he found Rainbow Dash hovering with a bit of panic in her eyes. "What is it Rainbow Dash?" Shining Armor questioned.

"We have a big problem!"

"What is it?"

"Over on the other end of Ponyville," the Wonderbolt spoke, almost out of breath from the speed in which she flew. "Changelings! They're getting in!"

"What?! But how?"

"I don't know. But the weird thing is, not all of them are breaking through. Some are still pounding on the barrier like they've been doing for ages."

Turning to the general, Shining Armor didn't even get a word out and the general said, "We're on our way!" and he galloped off to his colts, shouting at them to follow his lead.

Shining Armor looked to the pegasus and said, "Get out there and help the soldiers Dash. We need all hooves on deck for this! I'll get back to the princess and see what's going on."

"Roger!" and with that Rainbow Dash burst off at sonic rainboom speeds towards the incoming forces.

The captain turned to his soldiers. "I need as many available soldiers on the other end of Ponyville now! We've got changelings getting in." Instantly, half of the colts stationed gathered up into a group, prepared for battle. "The rest of you stay alert," Shining Armor commanded. "And brace yourselves. Something's coming. Something bad."


	16. Chapter 16

Hey everyone! I would've had this chapter up sooner, but my weekend spiraled a bit out of control with various things going on. I hoping that everyone will enjoy this next installment of the story, and I do want to mention that Chapter 17 could possibly be a bit slow in getting posted. I'm predicting it to be a bit of a longer chapter (based on notes for it), although things could turn out differently. So I just want to make sure you are all aware of that.

Otherwise, I hope you enjoyed this chapter, and feel free to leave me your thoughts! Thanks again for reading!

 **Chapter 16**

Lights faded in and out of focus. The room spun around as the pegasus opened up her eyes. "W-Where am I?" Derpy asked, blinking out the grogginess that held her in bed. It took the pony several minutes before she could move around. Her body creaked and cracked, her stomach knotted in pain as though she were ill. Looking to her left and right, Derpy found herself surrounded by beds. The air was heavy with the scent of iodoform, the smell of disinfectant.

For a moment, Derpy thought she'd awoken in a hospital, but as her senses returned, she recognized the room she found herself in. It was Town Hall. Pushing herself up from the bed, the pegasus attempted a sitting position, but only fell down into bed with an ompf.

"Derpy!" A nearby, sophisticated voice hollered out.

Rolling around, the pegasus looked up and suddenly both Rarity and Spike were staring at her.

"You've finally woken up! Are you alright?"

Rarity's worried eyes locked on with Derpy's and for a moment, the pony's memory failed her. "W-Why am I here?"

"Oh darling!" Rarity exclaimed, and Derpy found herself very worried. Just what had happened to her? "You were sent up to Cloudsdale, as part of a rescue mission with Rainbow Dash, Fluttershy, and the other pegasi."

"Yeah," Spike chirped in, "and you rescued Scootaloo." Spike pointed out the little filly, who currently rested in her bed.

When Derpy saw the sleeping pony, she stared long and hard. In a flash, memories from the battle flooded her mind. Tears streaked down the pony's cheeks as she remembered the training, how she had fumbled with the sword, and how Rainbow Dash had helped her. She remembered the flight to Cloudsdale, the fog, and the lightning. Derpy's eyes grew wide as the battle roared to life before her, and she could see Scootaloo once more. Then changelings, swarms and swarms of changelings, filled the sky.

"I . . . I . . ." Derpy's voice faltered and suddenly she was smothered in white.

"It's alright. You're alright now." Rarity said, embracing the pegasus. "And we are all very thankful for what you did for Scootaloo."

The grey pegasus lifted up her hooves, and attempted to hug Rarity back. But, she couldn't hold them steady enough, and so she just let herself be hugged. Taking deeper breaths, Derpy asked, "D-Did we save a lot of ponies?"

At that question, Rarity froze up. She slowly pulled away from the pegasus and looked into those crossed eyes with a grave sorrow. "Derpy, I'm sorry to say . . . not many of you made it back. Rainbow Dash carried you here along with Scootaloo."

"W-What about Fluttershy? Did she make it back okay?"

"No darling. I'm . . . I'm afraid Fluttershy never came back." Rarity said, sniffling a bit. The unicorn determined to stay strong for the waking "soldier."

A rumble from overhead caught both ponies' attention. The building vibrated with muffled thunder and the sounds of soldiers could be heard from outside. Derpy bit her lip and closed her eyes when she heard the familiar buzzing sound. The sound that travelled with her from Cloudsdale, the sound that she had never wanted to hear again.

"A-Are they here?" Derpy asked, almost afraid for the answer.

Again, Rarity did not want to answer the question, but the pony deserved to know. "A few of them did make it through Shining Armor's barrier, though we're not quite sure how." Then remembering her duties, Rarity hurriedly pulled up a stool to check Derpy's vitals. Though the pony appeared to be just fatigued at this point, doctor's orders required a checkup whenever a new pony came to. "Don't worry though," Rarity comforted, "Princess Cadence sent us some backup. The soldiers are battling them as we speak."

In the far distance, cannon fire could be heard. This for some reason brought a smile to the unicorn's face. "Looks like Pinkie Pie is helping too."

"M-My wing?" The delivery pony suddenly realized, seeing the bandages wrapped tightly around one of her wings. With just enough medication coursing through her system, the stub of her wing felt numb, and then the pegasus could feel nothing else.

"It's broken." Rarity said, running her hooves over the tendons as the doctors had shown her. "We had to wait for you to recover enough for us to fix it. The doctors didn't want to stress you too much."

"Oh . . . okay." Derpy said, the one thing that had made her useful to other ponies now damaged, and potentially for a long time. Derpy closed her eyes, pulling up the covers when Rarity had finished. Why had she woken up? Derpy again sniffled and rolled over, wanting to go back asleep. She didn't want to hear the changelings anymore. She just wanted to sleep.

Rarity watched the pony turn away and deciding she'd had enough attention, the unicorn stepped away to wash up her hooves. "You think she's okay?" Spike asked from behind.

"Of course not. She's been to hell and back. I don't blame her for being a bit skittish." Then peeking back at the pegasus, Rarity said, "At least she's getting better."

Then noticing Sunset Star stirring, Rarity shook her head. "Come on Spike. Looks like Brawny's mare-friend is waking. Let's make sure she's comfortable." Spike nodded and followed the unicorn, carrying a few supplies along with him.

* * *

Shining Armor sliced at two changelings with his sword. He watched her mow down changelings left and right with her party cannon. Her constant giggling and trigger-happy style of battle bothered the captain. He didn't' know whether he should be impressed by her light-hearted attitude with the battle, or deeply troubled by it. Still, with her blasting left and right, firing streamers, cupcakes, and anything she could fit into her cannon, his soldiers could gather up the changelings as they fell.

The troops from the Crystal Empire showed up at the perfect moment. The sky filled with the flapping of feathered wings and pointed spears. The pegasi attacked with the same ferocity as a raging ursa minor. They threw everything they had into each attack. The number of changelings that had actually penetrated the barrier were few enough that they could be easily dropped by soldiers or Pinkie Pie.

On another end of the battle were Apple Jack and Rainbow Dash. The two ponies had each other's backs as they bucked and batted away changeling after changeling. It was those two that Shining Armor galloped over towards. Moving quick, he slashed down a few more changelings on his way. Ducking when one flew in low, claws outstretched. The captain's sword thrust up, opening the creatures stomach, sending him hurling into the side of a building. Two more changelings rushed in from the side and Shining Armor tilted back, running his blade across their necks. The creatures stumbled back just in time to avoid having their throats slashed. Keeping his momentum, the unicorn plowed through a few more until he had reached the two element bearers.

"Apple Jack! Rainbow Dash!" Shining Armor shouted over the explosive rounds of Pinkie's cannon, and the scraping of armor with changeling claws. "What's the situation? How many are getting in?"

Rainbow Dash, being the loyal scout, quickly reported, "They only started getting in a few hours ago! Really weird!" Then glancing up, she stared at the hundreds more that still scratched away at the captain's barrier. "What's keeping the rest out?"

"I don't know! But we better figure it out before they do get in!" Apple Jack interjected.

Bucking another changeling away, Shining Armor glanced over the small swarm that still remained. "If they're getting in here, they could be sneaking in all over Ponyville."

"You think the barrier is failing?" Apple Jack asked.

"I don't know. Rainbow Dash . . ." and as the name left Shining Armor's lips, the Wonderbolt vanished from sight. In the distance, a rainbow arched its way around Ponyville.

Almost as soon as she had left, Rainbow Dash erupted out of the blue from the other side of the town. She pulled up just short of the captain's position and instantly reported, "No signs of damage to your barrier!"

"What about the changelings? Are they getting in anywhere else?" Dash simply nodded her head.

"Not many though, but the soldiers around the perimeter seem to be fighting them off."

"We have to keep it that way. If any of them get out of sight . . . we could have a huge infiltration problem on our hooves." Shining Armor said. "I'm sorry to split you two up, but Rainbow Dash . . ."

"On it!" and the pegasus was again out of sight.

 _Thank you, Rainbow Dash._ Shining Armor thought to himself. He certainly was glad to have that pony on his side. _Still, just to be on the safe side, I'll have to shrink the barrier._ The captain knew the dangers of this, knew what it could cause. He'd have to send a word out to the soldiers, to hopefully mitigate the possibility of ponies waking up outside the barrier.

"Captain look!" Apple Jack shouted and Shining Armor turned to see what had caught the farmer's attention.

A unicorn stumbled around, outside the barrier. A bright blue colt with a slightly darker blue mane and tail wandered aimlessly. The pony looked dazed and confused, ready to collapse at a moment's notice. He even appeared unaware of the changelings that followed close behind him.

As Apple Jack stared harder at the pony, she couldn't help but get the feeling she'd seen him before. "I-I think I recognize him captain! I think he was in Starlight's village."

"Starlight Glimmer!" Shining Armor bit his lip. _Something's happened to her._

Without a second's thought, the captain galloped out past the safety of the barrier. He knew he had only seconds before the changelings would be on him. With the pony in sight, Shining Armor stampeded through the empty streets of unprotected Ponyville. Making no attempt with discretion, several changelings instantly jumped onto his tail. Shining Armor took only a couple steps and they were already breathing down his neck. Screeching to a halt, the captain bucked his hind legs back with all his might. The resulting clash with the love suckers shot them back against the barrier, bouncing them off and into the Everfree Forest. With a quick swing of his sword, the captain disposed of three more.

If he didn't hurry, that colt could be lost forever. And if he'd wandered out this far south, then something serious happened up north. Any information they could retrieve from that survivor could be vital to Ponyville.

With the path momentarily cleared, Shining Armor scanned the area for the unicorn. He found the pony backed up against the wall of an abandoned building, and seeing the group of changelings close around the helpless colt, the Captain of the Royal Guard fired a hot beam of magic into the small swarm of changelings. When the spell connected, it caused a small explosion that rocketed the creatures in all directions. Taking advantage of the confusion, Shining Armor galloped in, and roughly flinging the colt onto his back, hurried towards the barrier.

"No!" He cried out, watching the barrier flicker, letting a few more changelings into the town. His desperate shot of magic had drawn enough energy that it'd weakened the barrier. No time now! In order to save the town, he'd have to shrink it, or the thing could vanish altogether. Shining Armor focused his magic, feeling the pounding in his head quickening as he funneled his energy into the barrier.

The dome pulsated, radiating a dark pinkish glow. The changelings inside and out of the barrier stopped to watch it. Even some of the captain's soldiers had gawked at the strange behavior. With the brief distraction, Shining Armor concentrated, his face twitching. The magic escaping his horn smothered over the barrier and he shrunk the radius by about twelve feet.

At the amount of energy that had left him, Captain Shining Armor fell to the ground. The barrier now that much farther away, his body gave out after the discharge of magic.

At seeing the Shining Armor's distress, Apple Jack quickly shouted to the nearest guards, "Shining Armor's down!" Several soldiers immediately swooped on down next to the earth pony. Fortunately, they required no further instructions as Apple Jack led the charge out of the barrier. "Hang on Captain. We can't lose you too!" She said under her breath.

Reaching the two ponies within seconds, the soldiers fended off any attacking changelings. Apple Jack, picked the colt up off the captain and slung him over her back, "Come on now Captain! Not a good place for a nap!"

"S-Sorry, just suddenly got so weak." He answered, and stumbled back onto his four hooves once the pony was off him.

"Well, ya can have a bit o' rest when we're back inside. Let's go!" Apple Jack shouted and letting the soldiers do the heavy lifting, the mare, her cargo, and the captain retreated back into the safety of the barrier.

* * *

"I know you're trying your best Princess, but I've been approached by several ponies now in regards to the job in which you're doing protecting this town." Mayor Mare explained. Her words were sincere, but even Twilight could tell that the pony was agitated.

"I'm sorry I haven't been able to do better." Twilight said, hanging her head. She'd been brainstorming ideas on how to take the offensive in all of this when the mayor had stepped in to voice her concerns. Several soldiers escorted the pony here due to the changelings Twilight had been hearing outside.

"Some of them have been speaking of the train that just got here full of soldiers. They've been wondering about a possible ride to the Crystal Empire."

"The Crystal Empire?"

The mayor nodded. "Spike's been overheard talking with Rarity at Town Hall about your communications with Princess Cadence." The mayor paused with her train of thought. She hesitated at asking her next question, unconvinced of the town gossip that'd made it to her door. "Is it really that much safer over there?"

Twilight paced back and forth. Her head swirled with everything that'd happened in the past few days. Even now, she could hear the changelings outside, though the soldiers worked their hardest to keep the creatures at bay. Brawny, upon learning of the sudden attack, stuck closer to Twilight than ever. _Such is the life of a princess._ "From what Princess Cadence has told me in her letters, they haven't had any changeling activity that she is aware of. But that doesn't mean Chrysalis and Day Breaker won't try."

The mayor nodded her head. She'd known just as well that could happen. Mayor Mare had even told many of the ponies that had approached her the same thing. Still, the worried citizens were adamant, now more than ever. With the changelings starting to pour in, Ponyville was no longer safe. Just to protect every-pony, they had to force everyone indoors.

"Then let me ask you this," Mayor Mare continued, "do _you_ believe the Crystal Empire is safer for every-pony."

"Mayor . . . what are you suggesting?"

"I'm not suggesting anything, only reminding you to look after every-pony here. If changelings are getting in, or worse yet, if we lose the barrier, then maybe we need to ship some of these ponies north."

Twilight stopped and stared at the mayor in shock. The thought of sending defenseless ponies on a train-ride with little to know protection terrified her. When Cadence had informed her the soldiers were first coming, Twilight worried constantly over their safety. At least those soldiers had armor, weapons, and training to protect them if the Friendship Express did come under attack.

"Mayor Mare, we'd be putting those ponies in a far riskier situation by sending them out."

"But if they made it . . ."

"And if they didn't!" Twilight interrupted. "It's a long way from here to the Crystal Empire. If something happens to them en route, they have no protection." As Twilight spoke, she noticed a soldier slip in from the back and whisper something to Brawny. Her guard nodded at the soldier who quickly scampered off.

With the discussion derailed for both Twilight and the mayor, Brawny whispered, "They found a pony outside the barrier from Starlight's village. They're bringing him here."

"Starlight?"

Before Twilight could dismiss the mayor, several guards filed into the castle with Apple Jack following behind. On her back rested a familiar-looking unicorn. Twilight recognized the bright blue pony immediately. "Party Favor? What happened?"

The soldiers helped the unicorn off Apple Jack's back, sitting him up in the nearest chair. He struggled to hold his head up, his body swaying dizzily from side to side. When offered a small glass of water, the pony eagerly drank it down, and that water seemed to steady him somewhat. "P-Princess Twilight . . . is that you?" He asked, unsure of his surroundings.

"Yes, it's me." Twilight said cautiously. She couldn't help but notice the cuts and bruises covering the pony's body. Dirt clung to his mane and tail. As he became more awake, his bloodshot eyes darted around the room, as if expecting some-pony to suddenly transform into a changeling. "Party Favor. What happened?" Twilight asked again, and this time, the pony heard her.

"The village . . . it's gone." He said. The air sucked out of the room with those four simple words. Twilight felt the mayor's eyes drift back over to her, waiting for a response. Party Favor however, only continued. "D-Day Breaker . . . it was her. She showed up a-and attacked us with these . . . with these things. They were like ghosts, but black like ash."

The description reminded Twilight of what Scootaloo had described up in Cloudsdale. "Were they alicorns," she asked.

Party Favor nodded at first, and then taking it back, he said, "They looked like alicorns, but they didn't act like them. Starlight tried using her magic, but . . . it just passed on through them. I was helping others escape . . . and I saw Double Diamond try and tackle one. He went right through it. But their magic . . . they burned our village to the ground with their magic!"

"Where's Starlight?" Twilight asked, holding her breath for an answer she assumed would break her heart.

"I think Day Breaker took her. But I didn't see. She did however . . ." and the unicorn reached over and pulled out a letter he'd been carrying with him from Starlight. It was the one she'd worked on writing before being captured. Dusting the battered paper off, Party Favor handed the letter over and waited for Twilight to read it.

The princess skimmed over the letter, reading with dread everything that Starlight had said. Much of what she'd written Party Favor had already explained. Then turning to the mayor, Twilight used her magic to show the earth pony the letter. "Day Breaker, she's been watching the Crystal Empire. It's probably their next target after here."

The mayor's mouth dropped open and she took the letter, reading it for herself. Turning back to Party Favor, Twilight asked, "Is there anything else you can tell us?"

The unicorn nodded slowly. He gulped, having glimpsed at the horror on his way to Ponyville. "Queen Chrysalis. She's coming. And she's bringing changelings . . . lots of them."

"W-What?" Twilight asked. Her voice left her as Party Favor collapsed, and the unicorn had to be escorted out. "Sh-She's coming here?" The princess asked, her eyes following the unicorn until he was no longer in sight.

"Princess . . . we can't keep the ponies here." The mayor repeated. "I understand your concern, but if Chrysalis is coming here . . . we have to give them a chance else-where."

Princess Twilight turned, dazed at the wealth of information that had suddenly been thrust upon her. She turned to Brawny, eager for his opinion. The colt shook his head disapprovingly at the plan. "I-I don't know if we should."

"Twilight," Apple Jack said, her brow furrowed as she approached her friend. "Now I don't know what's gotten into you, but this here has ta stop! You're gonna get every-pony killed like this!"

"Apple Jack . . ."

"No. I want ya ta listen ta me." Apple Jack said, doing her best to control herself. Anger still boiled inside of her from Twilight's refusal to go after her family. "I know you're inexperienced with this and that, but listen ter yerself! Queen Chrysalis . . . the Queen Chrysalis is coming here; with more changelings! We've already got an army pounding at the barrier! And now we're gonna have another one!"

Twilight's eyes widened as she listened. She was speechless.

"I understand you have ta think of every-pony's safety! And I'm sure the mayor understands perfectly well the dangers of the train ride! But you have got ta open your eyes and step outside! Do ya even know what's going on out there? Have ya even seen it?"

"Apple Jack," Brawny said, wanting to put an end to this. "Princess Twilight doesn't need to be . . ."

"No offense to ya Brawny, but I think Twilight needs to be listening to her friends right now. Not you!"

The bold statement left an uneasy silence hanging in the room. Apple Jack wondered for a moment if maybe she'd said too much, but dang-it, Twilight was her friend. And even a princess needed some straightening out from time to time.

Twilight sighed, looking up to the earth pony, her eyes misting over. "Apple Jack. I'm doing the best that I can."

"Then please Twilight," Apple Jack said, her voice softening. "don't do it alone."

Suddenly Twilight couldn't stop the tears rolling down her face. "Apple Jack . . . I'm so sorry, I . . ."

Not letting the princess finish, Apple Jack embraced her friend, hugging her tight. "Now's not the time for that. We need you strong. The mayor's right. We gotta get these here ponies outta here. It's the only way we can get you a fighting chance with these changelings."

"Princess Twilight," Brawny spoke up from behind. "It's like you said. Those ponies will be defenseless on that train."

"I reckon the only way we gonna have a chance is if you fight out there with us Twilight." Apple Jack said, ignoring the soldier. "You're a princess. But you're also my friend . . . and just so happen to be one of tha best dang fighters out there."

Brawny continued adamantly. "Think of Chrysalis, Princess. One changeling sees you and they'll all be on you. You are the pony that she wants most right now."

Sniffling a little, Twilight finally spoke to her guard, "But they're right. They're absolutely right." She hated to do this to Brawny, but Apple Jack and the mayor were right. "Don't worry, I'll be fine." She said, and turning back to the others, Twilight considered her options before saying, "Mayor Mare, any-pony that wants to leave, we'll let them. If Chrysalis is coming though, we should empty out Town Hall first. Send all the injured and get them out of the changelings' way." The mayor nodded in agreement and hurried off with her escort to make the arrangements.

"Apple Jack," Twilight said, bowing her head. "I'm sorry for being such an airhead about all of this. We will get your family back, and your farm."

"I know ya will."

Then looking again to her soldier, Twilight said, "Brawny does have a point. Chrysalis will be after me. We can use that to our advantage. I'll wait here until they're ready to start loading up wounded from Town Hall. Then, I'll head out. The attention on me should distract changelings from messing with the evacuation."

Twilight knew her guard hated the idea, and even Apple Jack appeared to cringe at it. But it was her best bet. "The longer Shining Armor's barrier can hold out, the better off we'll be. Where is he anyway?"

"They rushed him over to Town Hall for look-over," Apple Jack said, "He took a bit of a beating getting Party Favor to ya."

Stepping forward, Brawny chimed in, "If need be, I can relay a message to the captain for you. You really should stay inside Princess." He emphasized his last statement as he spoke, hoping to avoid causing his Queen any unneeded troubles.

"Would you?" Twilight asked. "If you could warn Shining Armor about Chrysalis, that'd be great! And warn the doctors and Rarity about our plan to evacuate. The patients there will be the first ones we board. Could you also tell Spike to send a message to Princess Cadence? We should inform her that we're sending the train back with civilians."

"Of course, Princess. I'll be sure to pass along the message." Twilight again thanked Brawny for everything he's done. The changeling merely smiled back through his disguise. With a quick bow to both the princess and her friend, Brawny exited. He had hoped to keep Twilight isolated up until the arrival of his Queen. Unfortunately, that no longer appeared possible. _Shouldn't matter._ He thought to himself. _With the hundreds of changelings at my Queen's disposal, this town is as good as ours._

* * *

Stepping into the Town Hall, Brawny glanced around to see many of the beds empty compared to when he'd stepped inside with Twilight after the Cloudsdale fiasco. The mood had quieted considerably, and only a hoof-full of beds were actively being monitored. Sunset Star, or Razor as was the changeling's actual name, looked quite comfortable in the little bed of his. Razor always being a bit on the lazy side, Brawny had to stifle a laugh at realizing just how fitting that pegasus skin was for his comrade.

"Sunset, wake up." Brawny whispered to the 'pegasus' when he'd stepped over to the changeling's bed. Razor stirred, smacking his lips and grunted. Brawny shook the creature until he'd awakened.

"What is it?" came the feminine voice of Sunset Star. "What are you doing here so suddenly?"

"Razor," Brawny whispered, "Chrysalis is coming."

The pegasus' eyes opened up wide. "When?"

"Not sure, but she'll be here soon. Be ready."

Sunset star nodded and it was at that moment that Rarity interrupted from behind. "Why Brawny! So good to see you! Why, I haven't seen you hanging around here in ages! Everything okay?"

Lovingly patting Sunset's head, Brawny turned away from the pegasus and looked into Rarity's eyes. He considered sucking out her love right here. It'd be one less element wielder for them to deal with. But, it was too early, and the changeling couldn't guarantee that no-pony would find out. "Princess Twilight sent me here."

"Oh?"

Spotting Shining Armor resting towards the back of the hall, Brawny started walking towards the unicorn. As he walked, he explained, "Princess Twilight has a plan, but it'll require you and Spike to be ready. They're going to ship a bunch of ponies to the Crystal Empire with the train."

"They're what?!" Rarity could hardly believe what the soldier had just said. She knew she'd been out of touch with Twilight for some time, but this just seemed ludicrous. "A-Are you sure that's what she's doing?"

Brawny nodded. "Queen Chrysalis is coming, and with changelings already inside the town, Princess Twilight's worried for every-pony's safety."

Rarity's mouth about dropped open. "Chrysalis is coming? Here?"

Reaching Shining Armor's bed, the changeling found the captain to be sleeping. "Yes, and we need Spike to send Cadence a message, warning her of our plans." Brawny only partially listened as Rarity went on a tangent regarding a number of things, including the state of her mane and the panic of moving so many ponies at once. "How is he?" Brawny finally asked.

Mid-rant, Rarity stopped to look at the soldier. Calming herself down from her brief hysterics, she said, "He needed rest after the pressure from his magic caused him a massive headache. He'll be fine though. Probably will only sleep for another hour or so."

Brawny nodded. "Will you warn him for me as well? I'll have to be getting back to Princess Twilight."

"Of course Darling. I'll speak with the doctors here shortly so we can start preparing."

"Thanks," Brawny said. He waited for Rarity to turn and hurry off. Glancing about the hall, the changeling found the unicorn named Party Favor to be resting after his rescue. The changeling didn't like that the ponies here had gotten the heads up on Chrysalis, but at least it allowed him some prep time for his Queen. The other two notable ponies resting in hall that Brawny could see were two pegasi. One was a brightly colored foal, and the other a grey haired, golden mane pegasus with a broken wing. Both of which were fast asleep. _Privacy. Perfect._

Looking down at the captain, Brawny leaned in and watched the unicorn breathe deep, heavy breaths. Tilting the captain's head so that his mouth fell open, Brawny leaned in and sucked out some of Shining Armor's love. He would have liked to drain the captain of all of it, but he couldn't yet arouse any suspicion. The changeling drained just enough to make Shining Armor shudder in his sleep. "Keep up the good work Captain." Brawny whispered, smiling. "Keep that barrier nice and strong."

Taking one last glance about Town Hall, Brawny exited the building and returned to Twilight. All that was left, was to wait for the arrival of his Queen.


	17. Chapter 17

Hey everyone! I'm so sorry for the long wait with this chapter! It's been a long time coming, and is one of those chapters I've been excited about writing since the idea for this story first started forming for me. Now that being said, this chapter may seem on the shorter side and that is because you're technically not seeing the full chapter 17. Chapter 17 is actually a touch over 13,000 words (which I felt was just too long for a chapter). So what I did, was split it into two chapters. You're getting part of "Chapter 17" today, and then the rest of it will come either tomorrow or the next day as "Chapter 18". I hope you all enjoyed this chapter, and will look forward to the rest of it soon!

Also, not sure if I've mention it here, but for those interested, I am also posting this story on fimfiction. Feel free to look me up on their. My name there is ShadowSprint. I will still post stories here, and being on fimfiction will not change anything as to how story/chapter postings are happening. I just wanted to make sure to announce it for anyone that may be interested in knowing. The only extra thing there will be the occasional blog post. Thank you so much and happy reading!

 **Chapter 17**

Spike tapped his clipboard, following Shining Armor around the train station. His jaw dropped open when he saw the line-up of ponies awaiting permission to board. The little dragon recognized so many faces in the long line eagerly awaiting the train-ride to the Crystal Empire. Cheerilee, Mr. and Mrs. Cake, and Trixie were amongst those that curled around the two lone buildings near the tracks.

When news spread that Twilight would allow ponies to leave Ponyville if they wanted, many ignored her requests to stay in-doors until the train was ready. It'd only been an hour ago that the soldiers had managed to turn the locomotive around. Not to mention the changelings that numerous other soldiers were dealing with, all this commotion just strained Shining Armor's head even more.

"You sure you're gonna be alright?" Spike asked when the captain stopped yet again to clutch his aching forehead.

"G-Give me a minute Spike," he said, the throbbing only increasing over time. The pressure placed upon Shining Armor's skull felt like a vice digging into the bone. The doctors in Town Hall had given him some kind of medication, but he almost felt as though he were worse for wear. Shining Armor resisted the urge to shrink the barrier further. It was already creeping up onto the train station. "I think I'm okay. Now, how many injured do we have in Town Hall yet?"

Flipping through his notes, Spike skimmed down the page until he'd found it. "Uhhh, looks like about fifteen or so. Most of them are soldiers at this point, some injured from the changelings that'd gotten inside." Letting the captain do some mental math, Spike checked off a few more items from Twilight's list as he asked, "Did we ever find out how so many got in?"

The captain merely shook his head. "No. We don't have a clue."

"Oh." Spike said and returned to his check-list to mark off another item. Honestly, he doubted this plan would work. If what Party Favor said was true though, then they didn't have much of a choice. As much as the dragon hated to admit it, Ponyville was falling apart. Twilight cooping herself up in that castle the way she did tossed everyone out of the loop. For the past few weeks now, Spike had been relegated to a messenger-dragon!

"It's really a long ways Shining Armor. Do you think this'll work?"

The captain let out a long sigh. He stared over the line of ponies that waited somewhat patiently. "I don't know. I hope so. We'll be sending some of our soldiers with them so at least they'll have some protection."

"How many?"

"Whatever we can fit."

"Well," Spike began, "Twilight said we could send Rainbow Dash with them as well. She can provide warnings for them, and then when she's done, she can fly back over here and meet up for the attack on Canterlot."

Captain Shining Armor nodded. "Good. The more help those ponies have, the better." Taking a quick look up at the barrier, the unicorn noticed several small cracks the changelings had worked into the dome. Closing his eyes, he tried to seal up the weak-points, but his migraine only worsened at the attempt. "Spike, you better hurry back to Twilight. Let her know we're ready to go. We haven't got much time."

* * *

"Just like this Rarity," Nurse Redheart explained, showing the unicorn exactly how the straps were to be fastened to the gurneys. With the soldiers already starting to pack up some of the medical equipment for the trip, they needed all patients ready to be loaded on the train, and they needed to be ready now. "This'll keep them from sliding around during transportation, and keep them from getting hurt. Once they're on the train, they'll be some special hook-ups to prevent any-pony from getting knocked over."

"Okay, I think I got that," Rarity repeated, and hurried over to the bed of one of the soldiers. Captain's orders had been to evacuate the most critically injured first. Using her magic, Rarity threaded the ratchet buckle, and working the webbing through the center slot, she eventually pulled it successfully through. "I got it!" She said excitedly as she began ratcheting and tightening the straps around the soldier, fastening him against the bed.

"Not too tight," the nurse reminded.

"Of course," and Rarity rushed herself over towards the next patient.

It took all her concentration for Rarity to hold off the agonizing sense of panic bubbling inside her. On one hoof, she wanted nothing more than for all of these ponies to be safe. On the other though, she'd spent the last month or two helping the doctors care for patients here. Even though the soldiers she currently busied herself tethering to their beds had only been in Town Hall for a number of hours, Rarity remained reluctant to let them go.

"Is the first batch ready?" The voice of a couple soldiers at the door reverberated through the hall. With the door cracked open ever so slightly, the sounds of the changelings battering the barrier outside drifted in.

"Y-Yes . . . of course," Rarity said, and helplessly watched as the guards came out, and wheeled out the first set of six.

There were still a number of soldiers to be fastened down, but Nurse Redheart and the others had those under control. Rarity then made her way over to some of the others. She noticed Sunset Star eyeing the doors, watching the soldiers leave with their wounded. "Don't worry Sunset. You'll be fine." Rarity tried to comfort. "I'll see to it personally that Brawny comes for you after all this."

At first the orange pegasus appeared not to notice Rarity's words. Only when the unicorn had started fastening her down, did Sunset respond. "If he doesn't come to me, then I'll fly to him. But, who will come for you?"

Sunset's question came unexpectedly. "W-Well . . . no-pony's coming for me! In fact, if all goes well, I'll be working with the princess to save Equestria!"

"Good luck with that . . ."

The pegasus' response to Rarity's statement had caught the unicorn off guard. Did she say that because of how she was almost captured by changelings? Or had she heard some of the townsfolks' critiques of the princess and extended that onto her friends? It felt a tad off, though Rarity couldn't pinpoint the reason why.

"Rarity?" Scootaloo called out the unicorn's name.

Fastening Sunset down to her gurney, the unicorn stepped over to Scootaloo. The young pegasus had turned pale, and she could see Scoots' eyes darting back and forth between the soldiers that came and went. "Yes Scootaloo? What is it?"

"I-I don't know if I wanna go to the Crystal Empire."

"Well Scootaloo you have to! It's becoming far too dangerous here for you to stay." Rarity said, already motioning for the pegasus to lie down so she could get strapped in. "And besides, if the barrier does go down, we won't have enough ponies to protect everyone."

"But," Scootaloo argued, wiggling under the straps that crossed over her body. "I wanna help."

"And you've helped out so much already." Rarity explained, patting the young mare's head. "I heard about what you did on Cloudsdale. It's because of you and Rainbow Dash that Derpy is even here at all."

"Well I know, but . . ."

"But nothing," Rarity gently scolded. "Why, Derpy'll be the next one I have to get ready, and I just cannot bear the thought of telling her that you're not going with."

Rarity smiled when she saw Scootaloo staring over at the pegasus who'd just stirred in her bed. The pegasus seemed to understand, and a smile even grew across her face. "I suppose she does need someone, doesn't she?"

"That's right. And who better than yourself?"

"But, what about Apple Bloom and Sweetie Belle?"

"Well I'm pretty sure Sweetie Belle is already in line. And Apple Bloom . . ." Rarity stopped. She honestly wasn't sure what to say about the little earth pony. She'd heard from Spike what had happened on the Apple farm. ". . . I'm sure she'll be along." Rarity lied. It tore at her to say that, but Scootaloo needed to stay in good spirits.

This apparently satisfied the pegasus' curiosity and after finishing up with Scootaloo, Rarity hurried on over to Derpy. She fumbled with the straps, stopping when another set of guards pushed in, grabbing the next batch of wounded to load up. _Twilight, I hope you know what you're doing._

* * *

Apple Jack watched another changeling hurtle off into the horizon. Pinkie Pie had fired off her cannon, attempting to blast away the creatures that pounded against the barrier. The last few that had gotten in were handled by the soldiers. Still, both Apple Jack and Pinkie Pie were requested to stay on the front lines.

"Take that you awful little changelings!" Pinkie Pie shouted out excitedly. She yanked on the string of her cannon, a mixture of streamers and cupcakes ripping through the sky. The round landed its mark, sending several changelings tumbling down the side of the protective dome.

"Pinkie Pie," Apple Jack hollered, "ya might wanna calm down that there firing ya doin. We may need that ammo for later."

"But Apple Jaaaaack, the craaaacks!" The party pony whined.

The farmer knew exactly how Pinkie felt. Just a quick glance up at the barrier, and several large cracks could be spotted. The changelings worked tirelessly at exploiting these weaknesses, beating and pounding on them. "I know . . . but if they come through, we don't want ya running out."

Suddenly the barrier pulsed and shrank in a couple feet. Soldiers and ponies alike were forced to retreat from the barrier's edge until it'd stopped receding. This did patch up some of the cracks in the barrier, but with the changelings continuously chipping away at it, it wasn't long before the gashes began spreading again.

"What the . . ." the farmer began, but stopped when the barrier pulsated again, and shrunk in even further. "This ain't right. This ain't right at all." Apple Jack whispered, and she glanced over to Pinkie Pie. The pink pony wore the same look of worry as Apple Jack. Something big was happening for Shining Armor to be shrinking the barrier like this. A chill ran through the pony's back and she quickly looked around, panic settling in.

It took AJ a second to realize that most of the soldiers had fled the eastern side of the barrier, galloping off towards the northern end, where the train station was. "P-Pinkie Pie . . . I think we better go."

Pinkie had no response. She just nodded, and grabbing her party cannon, followed the galloping earth pony through Ponyville. The jaunt to the northern end turned into an eerie stroll through the town. They didn't run into a single solitary pony during their journey. Almost as if every-pony up and disappeared. Only the rustle of the wind and the gnawing sounds from the changelings above accompanied the two earth ponies through Ponyville.

"Where is every-pony?" Pinkie asked, noticing many of the houses had their windows and blinds drawn.

"Probably leaving. Twilight and the mayor decided it might be best that every-pony get the hay outta dodge. Reckon they're probably being loaded on the train right now!"

When the station came into view, Apple Jack's predictions were proven true. While many ponies still waited to board, the line was slowly moving past the station itself and onto the train. Along with the civilians waiting to leave, nearly all the soldiers in Ponyville had gathered around the barrier. Apple Jack could just make out Shining Armor at the forefront, shouting out orders at the colts.

At first, AJ couldn't understand what was going on. Then, she looked out past the soldiers, and past the pinkish glow of the barrier. Out in unprotected Ponyville, the ground swarmed with hundreds of hooves, the air filled with the buzzing wingbeats of hundreds of changelings. This didn't include the ones already pounding away at the barrier above. No, a separate army marched its way through the outer, abandoned city, towards Shining Armor's protective dome.

"T-There's so many," Apple Jack whispered. "H-How are we gonna stop them all?" She asked aloud.

Nudging her shoulder, Pinkie Pie shook her maybe cousin with enough force to almost knock the both of them over. When Apple Jack finally turned with a furious, "What is it now Pinkie Pie?" The pony just pointed out to past one side of the barrier, just to the east where more of the changelings were approaching from.

Apple jack dropped her draw and her eyes grew wide with fear. She saw the changelings approaching, along with the one that was leading them. "C-Chrysalis. S-She's here."

* * *

Spike burst in through the castle doors. His little legs waddling him into the throne room as quickly as possible. "Twilight!" He called out, "Shining Armor's ready to go."

The princess didn't get a chance to respond when a low rumbled boomed from above. Twilight only assumed it to be the barrier. She'd caught glances of the dome cracking and buckling under the weight of the changelings. Turning to her guard, Twilight said, "Brawny, I'll meet you out on the north end of Ponyville . . ."

"Princess please . . ." the changeling begged.

"It's now or never. If I don't get those changelings away from the train, then no-pony will be escaping."

The soldier shrugged, and glanced from the little dragon and back to the princess. "Very well. But try to lead them back here."

"Why here?" Spike asked.

"Because, it'll be away from the train." Brawny explained. "If the changelings are truly after you, then they will follow you here and maybe . . . with any luck . . ."

"They'll ignore the train." Twilight finished. Once again, the low rumbling from above reverberated through the castle. Some of the chandeliers swayed back and forth from the intensity of the barrier's shifting. "I'll see you there." With that, Twilight used her magic and teleported out of the castle.

"Wait!" Spike cried out, but the princess was already gone. "What about me?" He whispered.

Already galloping towards the door, Brawny stopped to take one look at the dragon. He considered sucking the little pipsqueak dry, but he didn't have time. He still had a mission to do. "I suggest you find some place to hide Spike. Not much you can do right now." He said. The baby dragon glanced around the room, as if searching for a reason to go with.

"But I . . ."

"No need for you to get in the way." Brawny said, and tipping his head to Spike, he rushed off towards Princess Twilight.

* * *

The princess reappeared just east of the train station. She saw the soldiers helping more of the injured onto the train, and the line of ponies boarding the various cars was almost at an end. _Good. Looks like they're almost ready to go._ The sooner that train could leave, the better.

The changelings though, they surrounded the edge of the barrier where the train was set to depart. As it was now, the Friendship Express would never make it past the outskirts of Ponyville. Twilight noticed the barrier above, and how fine cracks spiderwebbed over the surface, sprinkles of magic-like dust falling from above. The barrier's edge continuously receded at this point, in a last-ditch effort to keep the changelings at bay.

Then, Twilight spotted her. Leading her army against Ponyville, Chrysalis shouted commands at her troops. She directed some changelings over towards where the train was about to be exposed. Others she sent to different parts of Ponyville, most likely to surround it. The rows upon rows of colts working to defend the edge of protected Ponyville shuddered in fear at the sheer size of Chrysalis' army. Unfortunately, Twilight could easily see where the tide of battle would flow once the barrier was down.

"Twilight!" A voice suddenly shouted from behind. "Just what in the name of Celestia are you doing here?"

The princess turned and found her brother staring incredulously back at her. He looked as though he'd seen a ghost. But Twilight honestly couldn't tell if that was due to his astonishment at seeing her out here, or if it was due to severe fatigue.

"Shining Armor! Are you alright?"

"Don't worry. I-I'm fine. But you . . . you have to get out of here! Why would you come to the edge? Where's Brawny?"

Twilight searched around, quickly spotting the soldier thirty feet or so off in the distance. "Don't worry. He's coming. Captain, I'm going to distract the changelings so you and your colts can get the train safely on its way to the Crystal Empire."

"Twilight . . ."

"It's our only chance." When Twilight felt her guard by her side, she smiled up at her brother.

Shining Armor turned to the loyal soldier at her side. Stepping up to Brawny, he said, "Don't let her out of your sight. You hear me soldier? Don't let anything happen to my sister. I can't keep this barrier up. There's just too much pressure being put on it."

Brawny smiled and nodded his head. "Don't worry Captain. I'll look after her. She'll be safe with me."

Before the princess could respond, it happened. All at once, a loud POP screeched through Ponyville. It sounded as though one of Pinkie Pie's balloon floats had burst from a pin prick. The sudden gush of air turned Twilight's eyes towards the center of Ponyville. A hole slighter bigger than that of a house hung over the peak of Shining Armor's dome. It grew wider by the second, opening up in all directions. Changelings flooded into Ponyville, scattering out across the town, searching for food.

Screams from the ponies still trying to board the train echoed over the voices of sergeants barking orders at their soldiers. Ponies rushed the train, flooding into the cars. Twilight stared in horror as a wave of changelings careened towards them.

"Brawny! Let's go!" Twilight shouted and she galloped towards the changelings. Her horn glowed brightly with magic. She felt her guard by her side as she commanded, "We have to keep them away from the train for as long as possible!"

"Yes princess!" Brawny answered. A smile spread across his face. It was only a matter of minutes now, and he'd have the princess offered up to his great Queen.

* * *

Rarity slammed the doors shut to the small station. With the help of some soldiers, she'd managed to bring Derpy, Scootaloo, and Sunset Star into the train station. When the changelings broke through the barrier though, all hell had broken loose outside. She couldn't risk boarding the three ponies onto the train in that madness. The gurneys were liable to get flipped, and herself trampled. Rarity could even hear the sounds of ponies screaming and fighting to get on the train.

"We'll come back for you." One of the soldiers had told her before leaving.

"Thanks," was all Rarity could say. Turning to the others, she found the four of them in a small waiting room inside the station. Mostly closed off from the rest of the building, at least it was secure. "Is everyone okay?" The trips had continuously got rougher as soldiers shoved gurneys faster across the uneven land. Even Rarity's mane and tail, which always bore perfect curls and permed bangs, now hung in all directions with bits of dirt and grass from places where she'd fallen.

"What's happening?" Scootaloo asked. "Is everything okay out there?"

Rushing over to the young filly, Rarity stroked a hoof over Scoots' mane. "Ev-Everything is fine dear. Why, in just a few minutes, we'll have all of you boarded and on your way to the Crystal Empire."

"B-But the changelings . . . they got in . . . didn't they?"

"Yes," Rarity admitted. "Yes, they did. But, they don't know you're here. So, you're all safe. And I promise we'll get you onto that train before they find out. I'm certain the others are on board waiting for you."

The small building shook, and Rarity froze when she heard the sound of walls collapsing nearby. Dust flaked down from the ceiling above. Lights swung back and forth over them. The ground beneath vibrated from the charging of hooves outside. "Hang on every-pony . . . I better go see . . ."

"Wait!" Sunset Star's voice suddenly rang out with panic.

Rarity stopped. She turned to the pegasus who wiggled around in her gurney. Sunset Star contorted her face in pain, and gasped for air. "Before you do . . . please . . . I can't breathe! I need to get out of here!" her eyes almost bulging from her head as she stared at the pony. "I don't want them getting me! I don't!"

Rarity knew the story of how Sunset came into Ponyville. She knew that without Brawny's help, the pegasus would've never even made it to Ponyville. Seeing how her desperation frightened Scootaloo, and even how Derpy watched the pegasus freak out, something had to be done. Hurry over to Sunset, Rarity said, "Okay, just calm down. I'll get you right out, but you have got to calm down. I won't let those changelings touch any of you."

Sunset watched Rarity unfasten her straps. Her body wriggled free and she even managed to sit straight up. She panted for breath and a smile spread over her face.

"Better?" Rarity asked.

Sunset nodded her head, and before Rarity could react, she grabbed the unicorn's face and pulled it close to her own. "Much better," Sunset said, and her pegasus guise flaked off. With the Sunset Star skin molted away, the changeling showed a toothy grin as he watched the horror spread through Rarity's eyes. Before the unicorn could react, Razor opened his mouth and sucked out her love. Within seconds, the unicorn dropped to the floor, unconscious. Turning to the others, he licked his lips. "Who's next?"

* * *

Twilight galloped hard into the heart of the city. She fired blast after blast of magic at the changelings. Sweat dripped down from her forehead. Her body shook in fear of what could happen, of what was happening. The barrier had almost fully disintegrated, leaving really no protection for any of the ponies. The sound of the train's horn blared from behind. _They're pulling away. I hope every-pony got on okay._

When two changelings swooped in from her left, Brawny galloped up hard to her side and bucked them out of her way. The creatures were flung into the side of a nearby building, but Brawny had already went to work on another group that was closing in.

"There has to be a way to . . ." and Twilight spotted the Town Hall. "Brawny! Follow me! I have an idea!"

"Right behind you Princess!" The changeling in disguise shouted.

Twilight hurried towards the town center, teleporting the last thirty feet or so just to save time. "Hello?! Any-pony here?!" She shouted. When there was no answer, Twilight smiled. "Perfect!"

The princess turned around and gasped at the sight of five changelings hissing their way into the building. What little hair they had stood up on end, and the five approached her like hungry, rabid cats. Twilight backed away from them, her magic at the ready. Right before the changelings pounced, her loyal soldier dropped in from behind, and collapsed some skulls with his hooves. The cracking of the changelings' heads echoed through the Town Hall walls.

"Sorry for the delay Princess. I can't exactly teleport." Brawny chuckled.

"No worries! Keep the changelings off me for a minute. I have to concentrate."

Brawny saluted the Princess and turned, watching for anymore changelings that may dare enter the Town Hall. He did though keep one eye on the princess, curious to know just what her plan was.

Twilight closed her eyes. She'd never lifted anything quite this big before. But, she needed to help Ponyville. She needed to do something other than hiding in her throne room. More than that, she needed to save one life, at least one to help make up for all the souls that were lost in Cloudsdale.

Pouring all of her energy into her magic, the alicorn funneled it out through her horn, letting her magical aura surround Town Hall, crawling up its walls and curling around its roof. The whole building glowed a bright magenta. Twilight felt her body trembling under the pressure, under the weight. With the entire building surrounded, the princess slowly lifted her head with the thousand or so pounds worth of magically incased building. Town Hall slowly lifted off its foundation, collapsing beams and cracking concrete.

Sweat poured down Twilight's face, struggling to hold the building up in the air. Her body quaked and spasmed. This had to be quick. Forcing her eyes open, she saw the changelings swooping down upon her. Far too many for Brawny to handle by himself. Swinging Town Hall like a filly swings a cup to catch fireflies, Twilight captured as many of the monsters as she could. Her body lurched and she almost dropped the building. Catching herself, the princess swung Town Hall, rounding up as many more of the changelings as she could. Round and around, keeping the already captured love suckers trapped with the g-forces alone. She cleared the skies, and when she could hold the building no more, flung it as far away from Ponyville as she could.

Collapsing onto the ground, Twilight heaved for breath. She felt the hoof-steps of Brawny walking up to her. "D-Did it work?" She gasped, rolling onto her back. She stared up into the afternoon sky. It shone with bright blue and white, fluffy clouds; as if the sky completely ignored the war happening below.

"I'm sorry Princess," Brawny said, "there's just too many."

"What?!" Twilight struggled back to her hooves. Sure enough, though she'd pushed away countless changelings, many more still flocked over Ponyville. If anything, she'd only managed to delay Chrysalis' advancement by mere seconds. "W-What do we do? There has to be something else . . ."

Brawny placed a hoof on Twilight's shoulder. "Princess. There is nothing more you can do."

"What?! We can't just give up! I will never give up!"

"Twilight," Brawny said without the "princess" title. "That's not what I mean."

Twilight shook her head, searching her soldier's eyes. "I-I don't understand."

Brawny moved in close to the alicorn. When another swarm of changelings swooped in to grab the princess, Brawny grabbed her and rolled them both out of the way. When the dust settled, he found himself straddling the young alicorn. He looked up at the changelings as they arched in the sky, coming back for a second sweep.

The soldier turned and found the princess tearing up. She'd given so much for her cause. So many lives had been affected by the princess' actions. "You were an admirable princess Twilight." Pressing his full weight against the princess, Brawny leaned in and placed a hoof over her throat, limiting her movement. Her eyes widened with horror as she stared up at the soldier.

"Brawny . . . what are you . . .?"

"My name is not Brawny," he said, then leaning in, the changeling removed his solider skin. Twilight struggled to free herself when she saw the truth, but she'd used up far too much of her magic. "It's Tremor, and this war is over." Then leaning in, Tremor sucked out enough of Twilight's love to render her motionless.


	18. Chapter 18

**Chapter 18**

Derpy's eyes shifted from side to side. Her heart pounded in her chest, the straps locking her down against the gurney. She could hear Scootaloo crying, and the sound of the little pegasus' gurney wheels squeaking back and forth. Derpy struggled, watching the changeling drop Rarity to the floor. _No! Not again! I have to get out of here! Have to get Scootaloo out . . ._

The changeling took great delight in the free buffet line he had in this private "diner" of a station. Rarity's body slumped against the corner, motionless. The grey pegasus watched in horror as the changeling climbed Scoot's gurney and flicked his tongue against her face.

Scootaloo screamed when the changeling opened his mouth, starting to suck out her love.

Derpy couldn't take it anymore. She yelled at the top of her lungs, "NO! DON'T!"

She quivered with fear when the monster slowly looked up from his plate and over to Derpy. She locked eyes with the monster and quickly realized what she'd done. Derpy struggled against the straps clasped tightly around her body. Even as the changeling took to the air, Derpy desperately worked to kick her hind legs free from the bindings.

She could hear the little filly continuing to scream, crying when the changeling landed right on top of her. "No . . . no please . . . please don't . . ." Derpy begged. Tears streaking down her face. Even with the hard shell of the changeling's belly pushing up against her fur, Derpy shifted her body back and forth.

"Some-pony's gotta be first." The changeling hissed. "Doesn't matter to me which of you it is."

Pain seared through Derpy's body when her broken wing shifted into an awkward angle underneath her. She cried out in agony, shuddering from the stabbing pricks shooting over her body. The changeling used this opportunity to lean in and start sucking out Derpy's love.

The all-too familiar sensations of something vital leaving her swept over the pegasus. As if all her warmth, all her being, was leaving her at this moment. The changeling leaned in closer, their lips almost touching, and Derpy could feel his hot breath on her cheeks. Scootaloo's voice grew weaker in the background as she became dizzy. It couldn't end like this. She couldn't let things end like this for her. In a small room, where no-pony was going to help, she couldn't let it end like this.

Fighting to keep herself from passing out, Derpy put all of her strength into lurching her body to the side. The straps gave just a little and miraculously, the pegasus managed to tip over her gurney. The changeling lifted himself safely into the air as the thing fell. Derpy though, screamed out when her bad wing twisted back during the fall. Goosebumps covered her body, and she thought for sure she'd pass out from the pain alone.

When she opened her eyes though, Derpy stared up at the changeling. He only laughed at her, mocking her with unintelligible words. Derpy then realized something, her straps had broken free. The impact against the floor had snapped the straps from their secured positions on the sides.

Stumbling up from the floor, Derpy rushed over to Scootaloo. In a mad rush, she bit through the straps holding down the young pegasus. She only had a second, as when she freed Scoots from one of the straps, the changeling landed angrily onto her back. Knowing her injury from the time spent in Town Hall with her, and from seeing her reactions to the fall, the changeling grabbed at Derpy's wings and yanked back on them.

"Ahhhhhhh!" Derpy cried out. Her body arching back, lifting away from Scootaloo's bed. In agonizing pain, Derpy threw herself against the nearest wall, crushing the changeling against solid wood. His grip loosened up and Derpy, through teary, puffy eyes, galloped over to Scootaloo and bit through the other straps.

"Come on! Let's go!" Derpy cried out, and limped along with Scootaloo to the door. The young filly opened it up and was already outside when she heard the changeling stirring from behind. "Run!" She shouted out.

"Hurry up Derpy! You can make it!" Scootaloo cried out, tears streaming from her face. "We can still make the train! It's just leaving!"

The pegasus shoved all of her energy into her galloping. Heavily panting for breath, she'd crossed about three-fourths of the room when the changeling tackled her from behind. He pounded down against her head, bouncing her skull against the floor. "You're not spoiling my meal!" He hissed into her ear.

Through blurry vision, the injured pegasus glanced up and saw Scootaloo's figure hovering in the doorway. She couldn't make out the pony's expression, but saw the changeling's shape buzzing over towards the filly. Hoisting herself up, Derpy made one final lunge at the door and pushed it shut on the changeling. If Derpy could save one pony, just one, then maybe she could do her great and wonderful thing, just like Doctor Hooves had said.

Razor wasted no time in grappling onto Derpy. He wanted his meal, and by Chrysalis he was going to have it. He'd spent so much time in that hospital bed, his stomach growling at every pony that stepped into that building. Now that he finally had two succulent meals, he wasn't about to lose them to a stubborn, dumb pegasus.

Razor wrapped his legs around Derpy, knowing she couldn't fly at this point. He lifted her up off the floor, and then slammed the pony back down. Derpy released a cry of agony, her side hitting the floor first. Razor lifted her back up, and this time kicked her from his hold, sending the pegasus flying into a wall.

When Derpy hit, she loosened a load bearing wall for the building. The whole station shook as small cracks multiplied and spread from the wall and into the ceiling. A large chunk of ceiling fell, smashing into one of the gurney and sent chunks of plaster flying in all directions.

Through her black and blue eyes, Derpy saw the changeling rushing towards the exit. He must've decided forfeiting his meal was better than being buried alive. Her body aching and pulsing, Derpy coughed, tasting blood in the back of her mouth. How she even managed to stand, she couldn't say, but for some reason, she couldn't stand down to this changeling. She wouldn't.

With the last of her strength, Derpy galloped hard over to the changeling and headbutted him out of the way. He landed against the opposite wall, and before he could get up, that particular corner of the building collapsed onto him. Derpy herself couldn't hold her weight any longer and fell to the floor. She saw the door just ahead for a brief second. When the ceiling crashed down over her exit, the pegasus painfully rolled back over to her gurney and huddled up.

As the station crumbled all around her, Derpy gulped. "Some-pony . . . help."

* * *

Rainbow Dash zipped along the length of the train, kicking and throwing changelings from the various cars as the locomotive picked up speed, pulling out of Ponyville. Leaving rainbow trails around the tracks, Dash threw changeling after changeling from the train. "Is there no end to these freaks?" She shouted.

Dash had watched the collapse of the barrier, and the resulting sea of black, buzzing love suckers that engulfed Ponyville. Soldiers quickly drowned under the sea of monsters that struck. Only moments later, the train operator had told her if they didn't leave, they weren't going to make it. Since then, Rainbow Dash swept around the train, brushing it clean of the flying leeches.

As Ponyville faded from sight, and as the train sped up to over sixty miles-per-hour, the number of changelings attacking the locomotive dropped from over seventy initially, to only two or three. Once Dash cleared the cars of the creatures, she stood on the roof, watching Ponyville vanish into the hills. Panting for breath, she turned and looked out far ahead. No obstacles, no changelings, no nothing; just open land.

With the rumbling war left behind, the skies ahead were afresh with cheery cumulus clouds, the afternoon sun glimmering off the occasional pond. The serene view of open fields and wild animals prancing about could almost make it easy for one to forget the terrible war that was going on.

Dash's stomach turned. She felt uneasy just sitting here, while her friends fought for their lives back home. She couldn't leave them behind for the easy life. That just wasn't her style. It wasn't very cool either.

Opening up her wings, Rainbow Dash dropped down off the train and without losing a beat, she flapped her wings strong and hard. Easily, Dash passed by the cars. Glimpsing into the windows, she saw the terror-stricken faces of many a pony. Each pony wore the same distant stare. They'd been torn from their homes, turned into strays.

 _It's not gonna end this way._ Dash stretched her body out and flew up alongside the locomotive's engine, where the driver quietly eyed the tracks. "Hey uhhh . . ." Dash never really had the chance to grab the pony's name. "How's it looking up here?" She shouted over the train's engine.

"Since ya gone and chased away those changelings, tracks should be clear ahead. Though can't say I'd be surprised if they tried again later."

"Yeah, that's what I thought too." Dash said. "Mind if I . . . check on Ponyville? See if my friends are okay?"

The driver turned to Dash. He'd been familiar with the Wonderbolt, and kind of figured this would happen. "Go right ahead! I expect those changelings'll be busy with Ponyville for quite a bit."

"I promise I'll come back."

The driver only nodded. "I know ya will. Don't worry, we'll be fine!"

"Thanks!" Rainbow Dash wasted no more time and slowed to a stop, she let the full train pass her. Seeing the thing off, she turned back towards Ponyville and bolted back down the tracks. Rocketing through the sky, Rainbow Dash quickly achieved a sonic boom, her wings propelling her through the air, approaching sonic rainboom speeds.

The Wonderbolt weaved between trees, eventually catapulting herself over the treetops and within seconds, Ponyville came back into view. Dash's heart sank as she saw the changelings overtaking the soldiers. The train station and its accompanying supply house had both collapsed into the ground.

Slowing down just enough to wind up a punch, Dash exploded into Ponyville, belting the first unlucky changeling she came across with a supersonic hook to the jaw. The creature released a terrified gargle of a scream. His body, along with several others behind him, disappeared through a row of buildings. Rainbow Dash panted for breath, but wasted no time in spinning around, and roundhouse kicking the next changeling that came hurtling at her.

As more of the love suckers spotted her, she became a far more popular target. Fine by her. Better yet, bring them on! She grit her teeth and punched her way through the nearest swarm. Her body swinging perfectly in motion as she barreled through an endless supply of the monsters.

When Dash bucked and punched her way into a clearing, she glanced down and gasped when she spotted Scootaloo near the rubble of the station. "Look out!" Rainbow Dash screamed at the filly. Scootaloo didn't hear her and Dash had to zoom in, kicking away several changelings as they tried to attack the filly. Scooping up the little pegasus, Rainbow Dash shouted to her, "What the hay are you doing?! Why aren't you on the train?"

"B-Because . . . one of the ponies with us was a changeling . . . it attacked Rarity and . . ."

"Where is she?!"

Scootaloo only pointed at the remains of the station. "Derpy too . . ." She added. Tears filled her eyes. "Please Dash . . . we gotta save them!"

Rainbow Dash quickly reacted as several changelings charged her midair. She pressed Scootaloo close and went from zero to a hundred miles-per-hour in less than a second. The sound barrier broken once again, Rainbow Dash rushed back towards the train.

When the locomotive returned into view, Dash slowed down and adjusted Scootaloo in her grip. "You'll be safe in the Crystal Empire. I'll take care of Rarity and Derpy."

"You promise?"

"I promise." Dash said. Scootaloo hugged the Wonderbolt, and Dash couldn't help but hug her back. This was the second time the little filly had gone through such hell. "I'll be back later to check-up on you!" Dash said. Scootaloo only nodded in response, wiping away her tears.

Flying up alongside the train, Rainbow Dash searched for an appropriate place to drop the little filly off. Then she saw it. In one of the back cars, Sweetie Belle sat motionless alongside some other ponies. She appeared as lost and depressed as every-pony else. Knocking on the window, Sweetie Belle looked up and a smile spread across her face. "Rainbow Dash! Scootaloo! What are you doing out there?!" She cried out, opening the window.

"Just making a special delivery!" Dash said, and keeping her speed as steady as she could, helped Scootaloo into the train through the window. "Careful now, she's delicate." To which Scootaloo let out an audible "Heyyyy!"

Saying her goodbyes, Rainbow Dash turned from the train once more and sped back to Ponyville. This time, she sped off into a sonic rainboom for the girls to see, wanting to impress some of her biggest fans.

When Rainbow Dash returned to Ponyville, she sped straight for the collapsed station Scootaloo had been loitering near. If Rarity was still underneath, she'd have to hurry. Rainbow Dash was not about to let another friend be captured by the changelings. It wasn't going to happen.

Plowing back into the battlefield, Dash nose-dived into a pile of changelings. Scattering the beasts to the wind, she quickly landed on what was once the Ponyville train station. Digging her hooves into the rubble, Dash screamed, "Rarity! You in there?! Derpy!" Her hooves pounded through splintered wood, plaster, and debris. "Rarity! Answer me!"

A buzzing from behind and Rainbow Dash leapt out of the way just as a few more changelings pounced on the mound of rubble she'd been digging through. Doing a quick midair flip, Dash plummeted back down onto the debris and fought her way through the changelings. Her heart pounded in her chest. She didn't have time for this. Needed to get the two that were trapped out.

Sending another changeling flying off into the distance, Dash resumed her dig. She worked her hooves faster, harder, digging deeper. Sweat poured down her face, and her legs tingled from the exertion. Rainbow Dash stopped when she thought she heard a voice from inside. "Rarity! Is that you?!"

"I-It's me, Rainbow Dash! W-Where are you?" cam the designer's familiar voice.

"A-Above you! Stay there!" Rainbow Dash jumped head first into the rubble, digging down like a mole until she broke through a small opening in the wreckage. Spotting a glimpse of purple hair, Dash reached down and snatched it between her hooves. She heard Rarity scream in pain, but figured the unicorn would thank her later.

The first words out of Rarity's mouth when the two were able to make eye contact were, "R-Rainbow Dash!"

"Yeah yeah, I'm saving your life, now . . ." But Rarity didn't shout the pony's name in anger. She shouted it as a warning of the two changelings that flew overhead. With Rainbow Dash's preoccupation in pulling out the unicorn, she failed to notice when two changelings dropped down above her. One of the monsters scooped her up, and before she could react, the other flew in parallel, taking a long suck of love from Dash's body.

Panic rushing through the Wonderbolt, she somehow managed to shake the two off of her and fell back down towards the ground. The dizzying effect of being drained made it difficult to catch herself from falling, and Rainbow Dash ended up skidding over some of the loose plaster near Rarity.

"Dash! Are you alright?" Rarity cried out, rushing over to the pegasus.

Sitting up, Rainbow Dash shook off the stinging from her landing and said, "I-I think so. What about you?"

"No, I'm not." Rarity said, and Dash quickly galloped over to the pony to see what was the matter.

Rainbow Dash stopped when she saw the unconscious Rarity lying next to a very awake Rarity. The conscious Rarity used Dash's momentary shock to her advantage and began sucking more love from the pegasus. Rainbow Dash tried to fight back, but several more changelings jumped her from behind, holding the pony in place.

"R-Rarity! N-No!" Rainbow Dash cried out, watching helplessly as three more changelings dragged the unconscious Rarity out from the rubble and into the air. "B-Bring her back!" Dash screamed, before the "Rarity" still standing there, pounced and drained Rainbow Dash of enough love to knock her out.

* * *

"Apple Jack! There's too many!" Pinkie Pie screamed. She'd just loaded her cannon with the last of her party popping ammunition. Even with all the changelings she'd taken down, they still flooded into Ponyville. "And I think I saw them fly off with Rarity and Rainbow Dash!"

"Now . . . Now that's just silly! Rarity and Rainbow would never let themselves get caught by those critters!" Apple Jack roared back. She stood close to Pinkie Pie, bucking changeling after changeling. "Besides, Rainbow Dash is supposed ta be with the Friendship Express! Why in the hay would she come back?"

Pinkie Pie hugged her party cannon as she pulled the cord and fired off another blast of streamers and cupcakes into a horde of changelings. "I-I don't know! Well then where's Twilight?!"

"Hopefully beating the living hay out outta these things!" Apple Jack cried out, and seeing a group of changelings overwhelming a small squad of soldiers, AJ turned to the party pony and said, "Come on Pinkie! Those colts need our help!"

"B-But my cannon . . ."

"Just fill 'er with dirt and rocks! We can't stop now!" Apple Jack cried out. So many soldiers had disappeared since the fighting began. Even with the backup that came in on the train, Ponyville's numbers had become grossly outnumbered once the changelings broke through. _I just hope we can find Twilight in all this mess. We ain't got a chance in Tartarus if we don't regroup!_

A loud, deafening blast exploded from behind. Apple Jack whirled around in time to see a cloud of dirt hovering over Pinkie Pie. She coughed and gagged, a light dusting of earth smearing the barrel of her cannon. _Looks like she went ahead and did it._ Apple Jack turned to see what Pinkie had fired at. A small group of changelings lay in front of them, rocks and gravel protruding from their still twitching bodies. They weren't quite dead, but they sure as hay weren't harming any-pony anymore.

"Way to go Pinkie!" Apple Jack said, "keep that up!" She saw the reluctance in the pony's eyes, but instead of arguing, Pinkie just scooped up more ground and pushed into cannon. "Hang in there Pinkie Pie," Apple Jack whispered.

The sound of Pinkie's cannon echoed again and several more changelings bit the dirt (literally). Apple Jack, meanwhile, took the opportunity to charge straight into the line of changelings attacking the band of colts she'd spotted earlier. Putting all her years of apple bucking to use, she parted the black sea of changelings that'd descended upon the soldiers.

When Apple Jack pushed enough out of the way, she hollered at the soldiers, "Ya'll alright?"

"We're fine!" One of them answered back, as though he were addressing a superior officer.

"Where's Shining Armor?!"

"Don't know! Haven't seen him for hours! Last we saw, he was helping ponies board the train, but that was . . . so long ago."

Apple Jack turned to the station. It'd long since been decimated. They'd had to retreat back into Ponyville after the train had left. "Well what about Twilight?"

"No word," the soldier said. "You're an Element wielder, right? One of Twilight's friends?"

Apple Jack nodded. "I am."

"No offense, but we're kind of up a creek without a paddle. Anywhere you want us to go?" The soldiers nodded, all waiting on Apple Jack.

Being put on the spot, she really didn't know where to send them. "Find Twilight!" She eventually said. "We can't lose her!"

"On it!" At that, the soldiers rushed back out into the battle. Apple Jack turned and immediately heard the hissing of the changelings behind her. She turned, and dropped her mouth open, as four changelings dived down towards her.

"Apple Jack! Watch out!" Pinkie cried out and the farm pony ducked out of the way as another powerful explosive shot from Pinkie's cannon blasted all four changelings out of the sky.

Rushing over to Pinkie, Apple Jack cried out, "I owe ya one Pinkie!" Then before her friend could answer, Apple Jack said, "Come on! We gotta find Twilight!"

"I did see Twilight lifting Town Hall with her magic earlier!" Pinkie said, matter of fact. "Maybe she's still down there!"

"Well it can't hurt to look!" Apple Jack replied and let her pal take the lead towards the center of Ponyville. With Pinkie leading, they had some heavy firepower clearing their path.

As they hurried on, the two ponies rushed past street after street of changeling infested hell. Many of the creatures were far too busy snacking down on overpowered soldiers, or other civilians that hadn't made it out of town in time. Apple Jack bit her lip, and felt tears streaming down her face. They didn't have time to stop and help every single pony.

"Apple Jack!" The farmer suddenly stopped in her tracks when she'd heard her name. It wasn't Pinkie Pie though who'd called it. Someone else had. A very familiar, young little voice had said her name.

"Apple Bloom?!" She called out, searching down the streets. Her heart pounded in her chest and she knew she was a sitting duck like this. Once more, Pinkie hadn't noticed she'd stopped and was quickly disappearing down the street. Wiping sweat from her face, Apple Jack turned to catch up, feeling the eyes of changelings starting to fall upon her.

"Apple Jack!" She heard the voice again, and this time, Apple Jack did indeed see her sister. Apple Bloom was poking her head out from an empty alley. She beckoned her big sister to follow, almost begging.

"N-No . . . I-I won't be fooled that easily," Apple Jack said, turning her back. She shook the thought from her head and started galloping back towards Pinkie when she heard her sister's distinct scream. Digging her hooves into the dirt, she stopped once more and turned back towards the alleyway. Three changelings hungrily filed into the narrow street.

Apple Bloom screamed once more when the changelings disappeared into the dark recesses between the buildings and Apple Jack caved. She'd already lost sight of Pinkie Pie anyway. _She's got her cannon. She'll be fine with her cannon for a few minutes._ Apple Jack convinced herself as she was already galloping hard back to where she'd seen her sister.

"Hold on Apple Bloom! I'm a coming!" She cried out. Her heart leapt at the notion that her sister might have somehow made it back alive. _Even if it's just a changeling . . . I can handle one changeling._ Apple Jack assured herself and skidded into the alley.

There, three changelings surrounded her sister. Pressing down the Stetson on her head, Apple Jack grit her teeth and charged hard over to the trio. "Get away from my sister, you danged monsters!" The three changelings had no more than looked to Apple Jack's direction when she kicked herself into the air. Leaping over the three, she landed in front of her sister and bucked back with enough force to uproot a tree.

The three changelings took a direct hit and bounced off the walls of the alley, back out into the street. Taking in deep breaths, Apple Jack glared down the path at them, daring those ugly bastards to try it again. Seemingly getting the message, they hurried off to find other prey.

"Apple Bloom!" AJ said, turning to her sister, unable to help herself and scooping up the pony, tightly hugged her. "How'd you get out? Are you alright?!" Apple Jack asked.

"I-I'm fine . . . really Apple Jack . . . I followed you outta the farm." The filly answered, eventually pushing away from difficulty in breathing. "Where are the others?"

"I-I don't know Apple Bloom. I hope they're alright." Apple Jack said, and finally calming herself down, she said. "Now Apple Bloom, I know this might sound a tad strange, but . . . I need you to tell me which one of our friends is your . . . maybe fourth cousin twice removed . . ."

"Apple Jack? I don't think now's the time for family history . . ."

Hearing more changelings starting to approach the alley, Apple Jack said, "Please Apple Bloom, just tell me."

Her little sister hung her head low, eyes trembling in fear. "I-I can't Apple Jack."

"W-Why not?" Apple Jack asked, suddenly taking a step or two back from her _sister_.

"Because . . ." And when Apple Bloom looked back up at her sister, she wore a twisted little smile over her face. A smile that delighted in the trickery she'd pulled off on the pony. A smile well aware of what Apple Jack had just stumbled into. "I never actually escaped the changelings." Her voice high pitched and sweet, it had somewhat of a melodic sound to it. "I'm in Canterlot right now. My body being feasted on like Heath's Warming dinner. Changeling after changeling sucking me dry."

Apple Jack shook her head. "N-No!" Her eyes wide open in terror. _Run Apple Jack!_ Her head screamed and she turned to bolt straight out of the alley, but stopped. Five changelings now blocked her exit. "F-Fine . . . you want some, come and get it!" Apple Jack said. She could handle five of them, no problem.

She was about to gallop hard into battle, but stopped at the sound of hissing from above. Apple Jack closed her eyes. She knew even before she looked what she would find. Changelings lined the roofs of the houses making up the walls of the alley. Easily another fifteen to twenty waited above her, waiting to pounce.

The "Apple Bloom" behind her giggled and she turned, backing away from her fake sister. "Don't worry Apple Jack. You'll see me again soon. Then, we can all die together . . . as one, big, happy family."

"NO!" Apple Jack screamed. And the changelings came. All at once they fell upon her. She kicked and bucked them off, but there were just too many. One changeling got in and sucked out some of her love. Then another, and another. Apple Jack's eyes rolled around in her head. The sound of her sister's laughter echoed through her ears until finally they overtook her.

* * *

Ponyville, one of the last remaining outposts of Celestia's resistance, now fallen. Streets hummed at the sounds of changelings chasing their prey. The sky buzzed to life with food travelling back to Canterlot for storage. Builds crumpled from the might of the changeling army.

Entering into the battle-torn town, Queen Chrysalis smiled gleefully, admiring every mare, colt, and foal as their lifeless bodies were carried out of the town. She watched overhead with a sadistic anticipation as the last of the pegasi were chased out of the sky. Indeed, this moment had been one that Chrysalis had long since dreamed of. And while the Crystal Empire still plotted about, the queen hardly doubted that after having destroyed not only the remainder of the Royal Guard's army, but also dashed away the spirit from many-a-pony, that Cadence would be of little consequence.

"This is simply beyond perfect!" Chrysalis relished to the minions following her through the town. "To think that such ponies ever stood against us, it's really quite laughable when you think about it." Her compatriots snickered at the comment. "With Ponyville under our hoof, and Canterlot laid to waste, there won't be any-pony to stand in our way."

"And with Starlight Glimmer captured, once we have all the Elements of Harmony, there won't be any-pony to stop us." One of the changelings chimed in.

"Yes well, I was really hoping Starlight wouldn't quite be so . . . stiff." Chrysalis replied. "But speaking of the elements," and the queen glanced around, searching for changelings that should be updating her. "What is the status of Twilight and her little gang of friends?"

Silence fell over the group for a couple seconds when desperate cannon-fire echoed in the distance. Queen Chrysalis and her group turned, staring off into the empty horizon where the Town Hall once stood. Three, four more shots echoed through Ponyville. Then silence. The changelings watched with curiosity as moments later, a motionless Pinkie Pie could be seen getting carried off into the distance by a group of their brethren.

With that, the changeling in charge of reporting to Chrysalis turned back to his queen with a devilish smile. "All elements accounted for my queen."

"Excellent. Just absolutely excellent." Chrysalis said. "And where is Twilight Sparkle? Has she been taken back to Canterlot yet?"

"No. Tremor has her subdued in the Castle of Friendship."

Chrysalis' smile couldn't grow any wider. Her eyes drifted over Ponyville's now very empty skyline and rested on the towers poking out nearby from the castle. Motioning for her underlings to follow, Chrysalis took to the air, casually flying over to the crystalized tree. With this being her first time seeing Twilight's castle in all its glory, Chrysalis couldn't help but cringe. "A bit flashy for a princess . . . don't you think?"

Again, the small group of changelings that had followed her there chuckled at the comment. Seeing their queen enjoying herself this much brightened the spirits of every changeling around her. "Go on my changelings! Feed! Enjoy your buffet!" Chrysalis exclaimed.

Taking in a deep breath, Queen Chrysalis stepped into the castle at a slow trot. She wanted to enjoy every second of this. Once inside, several of her guards pointed her in the direction where Tremor was holding the princess. Chrysalis explored past several libraries worth of books, long winding hallways, and finally into a rather large throne room containing an oversized map of a table and a dead tree root dangling from the ceiling. Quite honestly, it was the most ridiculous thing she'd ever laid eyes upon.

There in one of the six thrones surrounding the table, rested a tied-up Twilight Sparkle, with a familiar green rock dangling around her neck. Her head drooped, not even aware that someone else had entered the room. Tremor stood proudly at her side, and upon seeing Chrysalis, immediately bowed to her with his respectful greeting, "Welcome my queen. It is good to see that you've finally arrived."

At this, Twilight's face lifted up enough for her to meet Chrysalis' gaze. The queen devoured the young alicorn's hateful glare with delight. "Thank you Tremor. Perfect work as always." Then turning her attention to Twilight, Chrysalis walked over to the princess, and turned the chair so she could better look into Twilight's eyes. "My, my . . . how the mighty have fallen." She whispered to Twilight's face.

"W-What have you done to me?" Twilight gasped. No matter how hard she struggled, she couldn't conjure up any magic. Not even a simple teleportation spell.

Keeping her eyes locked with the young princess, Chrysalis used her magic to gently lift the green stone into the air. "A shard from my throne. Surely your dear friend Starlight Glimmer told you of the powers my throne had."

"She did. But . . . she destroyed that throne with Thorax!"

"That they did." Chrysalis said, remembering unfortunately the betrayal to her kind by Thorax and all of those traitors. No matter. She'd already dealt with them. Just thinking about them now only brought their smoldering corpses into her head. An image that made Chrysalis even happier. "But with that tragedy came a beautiful gift. A gift that I've passed onto many of my changelings. Like Tremor here . . . who fooled you till the very end, princess."

Twilight looked away. Shame covered her face. The knowledge that she'd been led astray from her friends, by a changeling no less, disgusted her. She trembled in anger, in rage, in disappointment. How had she not seen through his act? How had she gone along with his whims while ignoring her brother and her friends?!

"Such a sad, worthless excuse for a princess." Chrysalis taunted, quickly picking up on Twilight's resentment. "It's no wonder that you didn't stand a chance. You couldn't even keep your feelings in order. You are pathetic." She said, watching the princess beginning to lose herself. "You are not worthy of being called a princess."

Twilight's lip quivered and she fought herself from crying. She'd failed every-pony. Not just Shining Armor and her friends, but the citizens of Ponyville, Canterlot, and the Crystal Empire. She'd failed not only Cadence, but Luna and Celestia. All because she let the changelings use her. Sniffling, Twilight said, "Y-You have my friends, don't you?"

Seeing the broken Twilight really was too much. Chrysalis sneered at the princess, already aware of where this line of questioning was leading. "Yes, I do. I have all of them now. You have no-one to save you, princess."

Twilight blinked out a couple tears. Her voice hoarse as she spoke. "Please, let them go. I'll do anything that you want. Just please, let my friends go."

"Really?" Chrysalis asked, "you'd do anything? Even sell out your wonderful foal sitter, Cadence? For me?"

Twilight nodded. She was desperate. "Y-Yes."

"No." Chrysalis retorted. "All the troubles I've gone to capturing you and your friends. I will not be releasing them."

Twilight shuddered. It'd been a long shot, she knew that. Not that she ever planned to help Chrysalis with anything, but any chance at getting her friends out of the queen's grasp was worth a try. Then, out of the corner of her eye, Twilight noticed Spike sneaking out from behind some bookcases. She eyed him only for a second before quickly turning to Chrysalis. The queen still wore her sadistic grin. _No. He can't get captured too. Spike, please stay out of sight._ She begged of him.

"Take her to Canterlot. And prepare . . . special treatment for the young princess." Chrysalis said, turning her back on Twilight.

"No!" Twilight screamed. Her sudden burst surprised even the queen. She had to though. If Chrysalis would've turned at that second, she'd have spotted Spike. When the changeling did bring her attention back onto Twilight, the princess' mind raced. She had to keep Chrysalis talking. She had to. "C-Cloudsdale . . . you attacked Cloudsdale!"

"Is this too much of a shock for you?" Chrysalis asked, astounded. She wasn't sure where the alicorn intended to take this, but she'd humor her meal. "Yes, I led the charge on Cloudsdale, and then my changelings hid, massacring your stupid little army."

Keeping her eyes focused on the queen, Twilight occasionally glimpsed from left to right. She didn't want the queen to catch onto to the fact she was watching Spike. "B-But you didn't. You didn't lead the charge at all." Twilight said, "It was Day Breaker. We heard it all from a survivor."

"Impossible . . ."

"But it's not. She spoke of weird, shadowy monsters attacking the city. Something very different from changelings."

"I could've taken Cloudsdale with just my changelings." Chrysalis said, and patting the young princess on her head, she explained, "But, Day Breaker's Sun Flares are as necessary to my plan as capturing all of you. It's nothing that a flimsy princess like yourself could possibly comprehend."

"Try me." Twilight beckoned.

Chrysalis merely scoffed and motioned for her guards to take Twilight away. As they moved in closer, Twilight saw Spike readying his fire breath. Panicking, she tossed her body about when the guards untied her. The necklace dangling around her neck jumped off her chest. With the changelings struggling to control the wild mare, Twilight snagged the chain of the necklace in her mouth and tore it off. Before the others could react, Twilight fired off a beam of magic at both Chrysalis and the guards.

Two changelings were tossed back through the windows of the castle. Chrysalis meanwhile, easily dodged the magic strike. "Not like this princess!" Chrysalis shouted, and bucking Twilight in the head, the princess went down. A final blast of magic fired off from her horn, whizzing past Chrysalis and her guards. It struck Spike with such force that he flew back into a bookshelf and quickly curled up as the thing came down on top of him.

Before Twilight could react, several more of the necklaces had been tossed over her neck, and the changelings quickly hogtied her up. "Fools! I swear if this alicorn escapes . . ." but she cut herself off, stepping back over to Twilight. "Actually, just to be safe . . ."

With great pleasure, the queen sucked out a bit of Twilight's love. "mmmm now this will be a feast for us all. I do hope you'll join us Twilight." Then laughing, Chrysalis kicked across Twilight's temple. The sudden impact instantly knocked out the princess. "Go! Take her back to Canterlot! Tremor, see it to it personally!" Then turning to the others, "As for the rest of you, round up the survivors!" The changelings jumped into the air at the queen's command and flooded out of the castle.

* * *

Spike awoke from the sea of books, bruised and dizzy. His muscles ached, his head pounded. It took him a few minutes just to unbury himself from the encyclopedias, dictionaries, and other reference books. When finally, the little dragon had pulled himself out, he stared out over the empty room. The throne room had been trashed. The tree root chandelier lay smashed over their magical map of a table. Several of the thrones for his friends were tipped over and broken. Windows cracked, books and papers strewn about; it looked as though a tornado had literally plowed on through the castle.

"Twilight . . ." Spike whispered, drooping his shoulders. Plopping down on a small pile of books, Spike kicked his feet around, glancing around the mess. What should he do? His friends were all captured. Twilight was gone. Looking out the nearest broken window, Spike saw Ponyville lit up in flame. The occasional swarm of changelings flew by in the distance, sometimes carrying ponies away. Tears built up in the dragon's eyes. "I-It's over. We've lost." He admitted. "What do I do?"

Sudden footsteps from above silenced Spike. His eyes followed them around, hearing the whispering of lingering love suckers. His heart pounding in his chest, Spike backed away towards the door. Holding his breath, afraid that they might hear the gentle inhale-exhale loop of his lungs, Spike scurried out into the main hall. Panic rushed through him. _What if they see me? Should I attack?_ His mind raced, and while he had his fire breath, he was quite far from being a full-fledged dragon.

Creaking open the front door, Spike peered out into Ponyville. The coast was clear, but only for the moment. Who knows when the next set of changelings would be passing on through. But with the creatures above getting close to the stairs, Spike didn't have a choice. Their voices already carried down into the main landing. It was now or never.

Hurrying out of the castle, he dived into the nearest set of bushes. Obscuring himself from view, Spike managed a full view of Ponyville. His jaw dropped at the sight. Buildings lay crumpled against one another. Fire raged on throughout the town. Changelings patrolled the skies overhead, making Spike's break for the bushes quite lucky.

When given the chance, Spike rushed out across the street, hiding himself within some rubble. As he darted from cover to cover, he passed by the bodies of changeling and pony alike. Many of the ponies he passed, he could not tell whether or not they were alive. With the changelings having sucked them clean, they looked anorexic. Their mouths hung open, eyes rolled back into their heads. Some of the ponies' legs would twitch at random intervals. The color faded from their coat of fur. Spike eventually had to look away.

Bodies of changelings on the other hand were far more gruesome. Spears run through their sides, gashes sliced clear across their stomachs, and various other puncture wounds decorated the corpses. With these creatures there was no question, they were dead. Spike felt less sympathy for them naturally, but at the same time, the blood that oozed from their bodies and the mere sight of them sickened him all the same.

 _I have to get out of here! I have to get help!_ Spike's mind raced. It was all he could think about to keep himself going. Where he would find help, he wasn't sure. But there had to be someone out there who would listen, who could help. With all of the mane six captured, he needed to do something for his friends. "The Elements . . . Queen Chrysalis and Day Breaker will have them." The realization hit him, and he stumbled over some more debris as he reached the northern end of town.

Falling under some cover of a collapsed building, Spike panted for breath. He'd been running for Celestia knows how long. At least now at the outskirts, the changeling activity had died down. But where? Where should he go? That he still didn't know.

As Spike laid back, he felt his head pressing against something soft. Turning around, he found a number of feathers protruding from the ruins. "A-A wing?" He asked, and realizing it belonged to a pegasus, the dragon quickly dug through the rubble of the building. As he tore rock and boards away, the sound of faint breathing could just be heard. "You're alive!" Spike shouted at no more than a whisper.

Ripping away the remainder of the wood and plaster, Spike stopped when he'd cleared enough away to discover the pony below. "D-Derpy?! Are you alright?"

The pony's eyes groggily opened and her head rolled to the side. Blood trickled down from her nose. One eye was black and blue, and her body covered in scratches and cuts. "S-Spike . . . is that you?" She asked in a hoarse voice.

"Yeah, it's me! Come on, let's get you out of there!" He said, and helping the pony to all four hooves, guided her out from her resting place.

"I-Is it really you?" Derpy asked, her eyes flooding with tears. The pegasus started to break down, crying. "Y-You're not a changeling, are you?" she begged.

"Shhhhh shhhh it's okay," Spike whispered, "I'm not a changeling, I promise. But . . . you have to be quiet. They may still be around."

"I don't want any more changelings. I don't want to fight them anymore." Derpy whimpered. Her body trembled just from walking, which was far closer to limping as one of her wings dragged along-side the ground. "I-I just wanna go home."

Guiding the pegasus into some nearby trees, Spike whispered, "I-I don't know where home is anymore. I don't think we have one."

Derpy cringed, her body aching from the injuries. Much of her body felt numb, and cold. It hurt to breathe, hurt to walk, hurt to move her head. She just wanted to lay down, and sleep. When Spike had led her into some trees, her body slumped down to the ground and she whimpered from the pain.

Spike instantly covered the pony's mouth with his claw. He watched in the distance as a couple of changelings swooped in, checking out the collapsed buildings. He held his breath once again as the two slowly inspected the area. He could tell they were conversing about something, but what it was he couldn't make it out.

Then digging through the building he pulled Derpy out of, they appeared to find something. What it was though, the dragon couldn't tell. Apparently losing interest, the changelings flew back off into the sky, and disappeared.

Spike waited for what felt like an eternity before making a sound. Then turning to Derpy, he asked, "Do you think you can walk?"

"W-Why?"

"Because . . . we have to get out of here."

Fighting back her tears, Derpy asked, "W-What about the others? R-Rainbow Dash . . . Rarity . . . where's Scootaloo? Did she make it out?" The events inside the train station all hitting her as she her breathing slowly started to calm down.

"I-I think they were captured." Spike whispered. His head hung low. "I-It's just us now."

Staggering back to her feet, Derpy's body swayed with the wind. She took in a couple, painful breaths until she'd settled onto her four hooves. "W-where are we going?"

"A-Away from here." Spike said, "I don't know where, but hopefully to someone that can help."

Nodding, Derpy followed Spike as they cautiously exited the city. Each time Spike pushed her back into hiding, Derpy, stumbled back down onto her knees. With time, she grew less dizzy, but the pain from her sides and legs wouldn't go away. That, and she couldn't move her wing. She felt so broken, so useless. How could she be of any help in such a state? Cloudsdale, Ponyville, Derpy had tried so hard to help every-pony, and look at what happened to her. _I couldn't do anything right._

As they passed the train tracks, the pegasus glanced out to see the sun beginning to set. Funny how it managed to arch beautiful, glowing rays of orange over the sky and into the clouds. It almost defied logic how such a happy sunset could be shining over Equestria right now.

"S-Spike . . ." Derpy whispered. "I think I see some-pony."

"Who?" Spike asked, glancing quickly around, searching for another hiding spot.

"I-I don't know." Derpy said, and pointed towards the sunset. "But . . . they're coming this way . . . slowly."

Sure enough, a lone figure trotted slowly in the distance. The golden rays from the sunset cast the pony in shadow. They couldn't make out the face, the fur color, or even whether or not it was a changeling. The creature though continued their slow advance towards the two.

"G-Get down! It could be a changeling." Spike hissed.

Sweating, Derpy slouched down behind a random tree. She couldn't really maneuver herself any more than that. She watched Spike dive into a set of nearby shrubbery and gaze out, watching the figure.

Keeping hidden, the pegasus slowed her breathing. The figure had grown close enough for her to tell that it at least looked like a pony. An earth pony, and one that strangely looked familiar, like she'd met them somewhere.

The pony stopped, and just casually looked from side to side, as if searching for something. Then, approaching the bushes where Spike had been hiding, the pony lowered herself and said in a flat, emotionless voice. "Hey Spike. What are you doing here?"

Spike's ears perked up as he heard the familiar voice. Poking his head out from the bushes, he looked up and said, "M-Maud . . . is that you?"

"Of course it's me. Who else would it be?" The pony asked in her usual monotone voice.

Spike, dumbfounded, called out to Derpy and said, "I-It's okay Derpy . . . it's just Maud. How'd you get here?"

"I walked."

When Derpy heard the name, she remembered that this was the pony she'd been helping setup the surprise party for. It all was so long ago, almost as if it were in another lifetime. "You're Maud Pie?" She asked. When the pony nudged her head into a nod, Derpy asked in bewilderment, "B-But . . . why'd you walk here?"

"Missed my train. Where's Pinkie Pie?"

Spike lowered his head. "In Canterlot, with the others." He saw Derpy turn away as well. They were both helpless. There was nothing they could do. Every-pony, even Twilight, was gone. "I-I'm sorry Maud, you probably don't know what's . . ." Spike's voice trailed off. When he poked his head up to meet the pony's face, he found Maud slowly walking off.

Hurry up to the Pie, Spike asked, "Where are you going?"

"To Canterlot. To Pinkie Pie."

Derpy limped over to Maud, stumbling in front of her. "N-No . . . you can't go there. You can't."

"Why?"

Rushing to Derpy's side, Spike answered, "Because, that's where Queen Chrysalis and Day Breaker are. They've captured every-pony in Ponyville. Didn't you see the town?!" When Maud nonchalantly shook her head, Spike sighed. "It's gone. All of it is gone thanks to Chrysalis and Day Breaker. And now they have our friends."

Sadly, Derpy agreed. "If we go to Canterlot, we'll be captured too . . . or . . . the changelings will . . ." and her voice quieted down, remembering the emptying sensations of having her love sucked. She shook her battered head and wiped away some tears. "I-I'm not going there." She insisted.

"What should we do?" Maud asked.

The lack of any kind of emotion in her responses disturbed Derpy. Spike however, had long since grown accustomed to Maud's personality. However, he still wasn't sure where to go. They had to do something, but what?

Then Spike spotted them. The train tracks from Ponyville curled out over a hill and off into the distance. "The Crystal Empire! We can go there!"

"Oh yeah." Derpy said, remembering that she was supposed to be on that train as well.

"We were evacuating ponies to the Crystal Empire when Chrysalis attacked. Princess Cadence still has control. And the Crystal Empire has its own army . . .I think. Anyways, it's our best bet to finding help for Twilight and the others!"

Maud's eyes narrowed. The love for her sister boiling inside of her as she said in still, quite a flat voice, "let's go."

The two turned to Spike and the dragon realized they were waiting for him to lead the way. He put on a smile for both of them, maybe more for Derpy than for Maud. The poor pegasus looked ready to collapse. But she wanted to get away from this mess just as much as he did. Maud on the other hand, well, he still wasn't quite sure what she was thinking.

"This way," Spike said, leading the trio. _Please Crystal Empire . . ._ He prayed to himself. _Please be there._


	19. Chapter 19

After quite the battle in Ponyville with the previous two chapters, this chapter slows us down a bit and is much quieter. Of course, as anyone would expect, this quiet won't last for long (already kind of ended with the small batch of changelings we saw) for Derpy, Maud, and Spike. And as for Twilight, she's not finished yet. We'll be seeing plenty of her in the chapters to come. I think the biggest thing with this chapter is the drastic shift the story has taken now that Ponyville has been decimated. Hopefully everyone will continue to enjoy this story with that change happening. And if you're able, would love to hear your thoughts on the story so far. Thank you so much for reading!

 **Chapter 19**

Wandering through the open prairie north of Ponyville, Spike led the trio as close to the trees as he possibly could. When able, they wandered through thickets of trees and greenery. The extra cover provided the little dragon some relief. Having that extra bit of shielding from both the sun and the hunger-filled eyes of the changelings meant they could at least relax a bit.

"How are you doing Derpy?" Spike asked, glancing back at the pegasus. She'd been quiet for a good portion of the journey. Him and Maud had bandaged the mare up somewhat, but she still couldn't lift her wing. She retained a heavy limp, and often stumbled over uneven ground. "Do you need a break?"

"No," Derpy answered. "I-I'm fine." Though exhausted as she was, every minute she spent out in this wilderness was another chance for the changelings to capture her. Every step she took meant one step closer to the Crystal Empire, and safety. "How long you think it'll take to get to the Crystal Empire?" She asked.

"I don't really know. I've never walked there before. Always took the train." Spike answered honestly.

Staring up towards the sun peeking in between the trees, the pegasus attempted to discern their directional heading. Derpy may have been a class A klutz, but she at least knew her directions. "Are you sure we're going the right way? Isn't the Crystal Empire up north?"

True, Spike certainly wasn't leading them strictly north. With the next turn around a dirt path, he led the group further into the forest of trees. The afternoon sun grew a bit dimmer. "Sure, I'm sure. But, we can't head straight north." Spike explained. "If we did that, we'd be out in the open for the changelings to see us."

Derpy's ears drooped and she couldn't help but gulp. "Oh, right. Then I'm fine with wherever you go."

"Y-You are?" Spike asked. He'd gotten so used to taking directions from Twilight and the others, that hearing someone actually agree with his decision was a bit . . . well a bit unexpected. Turning to Maud, who'd also been fairly quiet during the trip, Spike asked, "What about you?"

Maud calmly glanced from the depressed Derpy back to Spike. Of the three, she had a very minuscule understanding of the events that had recently befallen Ponyville. That, and she was quite unfamiliar with how to get to the Crystal Empire anyway. In her usually calm and emotionless voice, the mare answered, "I'm fine following you through the forest, Spike. You seem to know what you are doing."

Spike stopped walking. He didn't know quite how to feel about this. "A-Are you girls sure you want me leading the way? Me. In charge? I mean . . . I've never been much the leadership type. I'm just . . ."

". . . the only one who knows where we're going." Maud finished for the dragon. When Spike looked over at her, the Pie sister gave Spike her most encouraging stare that she could. "If you say the forest is safe, then we'll follow you."

"R-Right." Spike said. He looked to Derpy, who appeared uninterested in further input. _This is really happening._ Spike thought to himself. _I-I'm in charge._ Taking a deep breath, he turned back to the path ahead and motioning for the girls to follow, he said, "Come on! This way." _I think._

Derpy sighed, trotting close behind Spike and alongside Maud, the limp a bit more manageable now. Her body ached, cracked, and trembled. She did her best to ignore it, did her best to ignore the wing dragging along at her side. It hurt less than before, probably due to a gradual numbing that had spread through her body. Letting out another long breath, she couldn't help but glance up towards the tree-tops. Derpy felt as though she'd taken quite a fall. It'd been years since the pegasus had been roughed up this bad. The last time she'd broken a wing, she had accidently flown through the cloud-maker in Cloudsdale. Not on purpose of course, but embarrassing all the same.

When her gaze drifted back down, Derpy jumped a bit with Maud staring at her. The pony whom Pinkie Pie had been planning a great big party for. The pony who Derpy remembered hearing so many wonderful things about. That pony was watching her, eyes boring into her. Derpy felt her face heat up, and for some reason, she found herself blushing and had to look away. "I-Is there something wrong?" She asked softly, trying not to trip over some loose rock.

Maud inched her head from side to side. Was that a no? Derpy couldn't really tell. "I was just wondering what happened to your wing." Maud confirmed. "I don't tend to hear about what goes on in Equestria. It must've been something terrible if everyone is captured."

"O-Oh . . ." Derpy stuttered. "I-I think I originally got this in Cloudsdale . . . but then the changelings in Ponyville made it worse." Glancing away, Derpy finished, "There's been an awful lot of fighting lately. Changelings taking over Equestria." Her voice trailed off, hoping she'd answered Maud's question and they could move on.

Hearing the conversation behind him, Spike chimed in, "She was part of a squad of pegasi sent up on a rescue mission to Cloudsdale. Chrysalis was attacking it for some reason, and we were hoping to get a lot of ponies out."

"And did you?" Maud's flat voice asked.

Derpy shook her head. She could still see the battle that had taken place up in the heavens. The changelings battering ponies with everything that they had. Their commanding officer being attacked and devoured, Derpy shuddered from the memories rushing up to her. "There were so many. We couldn't . . ." Her voice faltered.

"Well," Spike added, "she did manage to rescue Scootaloo. And then Rainbow Dash rescued her. At least, I think that's what happened."

Again, Derpy felt Maud staring at her. She blinked out a couple stray tears, wishing this conversation to end. She wished they could just get to the Crystal Empire already, and be done with this nightmare. More than anything though, Derpy wished she could see Doctor Hooves again, her closest friend. He'd left Ponyville shortly before the soldiers came and locked it down. She didn't even know where he was.

"You're just as Pinkie Pie said you'd be."

Derpy glanced over to the gray pony and said in more than a bit of surprise. "P-Pinkie Pie? What do you mean?"

Maud curled her lips into a soft smile, at least, Derpy thought it was a smile. The pony clearly wasn't well-versed with emotion. "Pinkie Pie said you were a reliable friend that could always be counted on. I'm glad to finally meet you."

"M-Me?" Derpy asked, incredulously. "B-But I just deliver the mail and . . . well I used to deliver the mail. I'm not sure what I'm going to do now. B-Besides, I'm always messing things up."

"It sounds like you're doing just fine to me." Maud answered. Then, to Derpy's relief, the earth pony changed the subject. "How did all of this happen?"

Spike chimed in at this question. "It's kind of a long story. Though I probably don't have the whole thing." Maud briefly glanced at Derpy, almost expecting the pegasus to speak up. Spike however, continued. "Neither one of us do really." Seeing Maud's piercing gaze, Spike knew he should explain things to her. After all, it was her sister that was trapped in Canterlot. She deserved to know.

* * *

Twilight slumped down against the cold, hard, stone floor. She needed only one glance to realize where she was. _The caves again._ The princess found herself caged in the same caves that Queen Chrysalis had once banished her to with Princess Cadence. At least then, Cadence could fly them through the caverns and back up into the castle. Now, the magically endowed bars of Twilight's prison prevented even her strongest of spells from breaking free.

She could do no more than lie her head down on the rock, and await her fate.

Tears streamed down Twilight's face. _I've failed them. I've failed all of them._ Her head swirled with images of her friends. Apple Jack and Fluttershy, two ponies she'd turned her back on when they needed her most. Rainbow Dash, the only one to have called her out on everything . . . _if only I'd listened._ Then of course Pinkie Pie and Rarity, who both gave her all their support up until the very end. "And I took advice from a changeling of all things." She scolded herself. How could the princess of friendship be this ignorant, this inane?

"Why couldn't I just listen to Shining Armor?" Twilight asked herself. Her body shuddered, and she curled up from the cold air that brushed against the dead rock.

A light suddenly shone down from above at the other end of Twilight's rather large cell. Lifting herself off the ground, she slowly stepped towards the source. At first, she thought maybe it was an opening, maybe a way out. Arriving just next to where the light shone down however, found that it originated from the ceiling rock itself. The light stuttered, and blinked. In a split second, it beamed down five distinct figures onto the floor.

Twilight's mouth dropped open when she saw them. Her friends! They were all there, all five of them. Twilight gasped, shedding more tears at seeing each one unconscious. Each one breathed heavily, chest rising, ribs almost visible. The changelings, they clearly had sucked a great deal of love from the others. "N-No!" Twilight shuddered, and reached out to touch them, to comfort them. Her hoof went right through. "What?" She asked bewildered. Stifling a whimper, she reached out to touch them again, to ruffle Fluttershy's hair. Her hoof passed on through, and the pony shivered in her slumber.

Stepping back, Twilight shook her head in disbelief. "A-A projection . . ." She whispered.

"Yes, and quite beautiful isn't it . . ." uttered a voice from behind.

Twilight turned, and didn't bother to dry her eyes. "Y-You . . . why . . ." She whispered as Day Breaker merely laughed at her anguish.

"It's a seer stone. I happened upon this little gem while exploring the vast halls of the castle. It gives you sight, but not touch." Day Breaker gloated. "Figured you wouldn't want to be alone." She said, peering in close from the outside Twilight's iron prison.

Twilight couldn't stop shaking her head. She was lost in disbelief. "W-Why? Why would you do this?"

Day Breaker threw her head back and cackled. The fire in her mane sparked against the adjacent rocks. Her grin spread across her face, revealing a toothy smile. "Because for too long, you were the ones holding me prisoner. Dangling what I wanted most right in front of me, hiding behind your guises of friendship. Let me tell you something Twilight Sparkle, that has changed. No-pony will question my authority, and no-pony will get in my way; especially your silly Elements of Harmony. From now on, I'll be the one doing the dangling."

"P-Princess Cadence will . . ."

"Princess Cadence will be groveling at my hooves, begging for mercy." Day Breaker shouted. "Her measly army won't hold a candle to the forces that are already knocking at her door." Then leaning in close, locking eyes with Twilight, Day Breaker, chuckled, "I assure you, the Crystal Empire will be no more than a pile of rubble, just like Ponyville."

Twilight fought back tears. She couldn't show weakness, but she also couldn't stop her heart from breaking. Everything Luna, Celestia, and Cadence strived towards over these many years was all crumbling down. And she couldn't help but think it was all her fault.

Day Breaker though, had become too engaged with her prisoner to let Twilight go with just that. "I know Spike is still out there. And I'm sure you're counting on him to come to the rescue like the knight in shining armor that he is!" At this, Day Breaker burst out laughing.

Growing furious at this taunting, Twilight glared at the alicorn with a newfound hatred for her. "Don't underestimate him. Spike is far more capable than you could ever imagine. He won't let me down."

The possessed alicorn merely shook her head as she paced back and forth alongside Twilight's cage. "Oh don't worry about that. I have not intention of letting that little dragon best me. In fact, I'm sure I'll be quite ready for him." At these words, what looked like shadows suddenly danced around the walls of the caves.

Twilight stared up for a second, watching them. A low howling noise emanated from the vast chambers of stone. A mysterious odor of burning fur and ash drifted out from one of the caverns. The princess stared long and hard, until finally, several alicorn-looking creatures stepped out from the darkness. Without having ever seen them, Twilight recognized them simply from the description she received from Scootaloo.

The creatures of black ash, lava-like veins, and eye-less faces trotted in far enough for Twilight to see their towering figures. Even with no eyes, the creatures glared at her, and she instinctively took a few steps back.

Day Breaker again laughed in amusement at the princess' reaction. "You see Twilight, while it is true your dragon may be running about in the wild, I already have an inkling as to where he might be going."

Once Twilight's eyes had drifted back over to Day Breaker, the evil Celestia continued, "I'm well aware of the dragons' popularity in the north. I'm sure he's already on his way to Princess Cadence for backup. And when he gets there, my Sun Flares will find him, and they will kill him."

With a soft nod to her creatures, they vanished into thin air. "NO! You can't!" Twilight shouted.

Day Breaker's grin only widened as she hissed, "I can . . . and I will."

Out of breath, Twilight leaned against the bars of her cage. Her misty eyes pleading with the alicorn over her. "C-Celestia . . ." she whispered, "you have to be in there. You . . . You have to fight. Please . . ."

"Celestia had her chance, Twilight." Day Breaker barked back. This game had grown quite tiresome, and now the princess was nothing but annoying. The way she clung to the superficial hope that her dazzling princess would break through the chains of Day Breaker's powers; Twilight really was pathetic. "She fought with everything she had to be rid of me, but it wasn't enough. Now Celestia fights no more. Your dear princess has accepted her fate." Turning away from Twilight, Day Breaker said, "I suggest you do the same."

With that, Day Breaker disappeared back into the shadows. Her hoof-steps echoed through the dark caverns and then all was silent. Twilight shuddered. Her legs wobbled, and she had to sit down. "It's all my fault." She whispered. Then turning towards the projection of her friends, the young princess crawled over to them, laid down, and cried.

* * *

Spike glanced up past the trees. The sun had grown far weaker over the forest since they'd started. The little dragon couldn't help but worry whether or not he was leading the two in the right direction. Looking back at the two ponies gave Spike pause. In all the hours of travel, Derpy hadn't complained once about her injuries. Maud appeared to be looking after her as well. _Twilight . . . where are you?_ He couldn't help but ask. Even though the princess had failed to protect Ponyville, Spike still believed she'd know what to do; better than he would anyway.

"What's the plan Spike?" Came Maud's soft, flat voice.

"Huh?" He asked, and upon seeing her blank stare, Spike quickly answered, "Well . . . I think we'll follow the forest as long as we can. Then . . . make our way towards the Galloping Gorge. We can probably follow the train tracks north to the Crystal Empire from there."

Satisfied, Maud nodded and stopped to pick up another rock. She'd been collecting them at random and tossing the stones into a small satchel on her back.

Derpy had observed the earth pony each time she stopped. Maud was quite particular about the rocks she picked up. They all appeared to be of the same type. Each rock Maud grabbed was long, were striped in black and grey. The pattern of stripes in various sizes somewhat reminded Derpy of Zecora, like the rocks had flaked off the zebra's body. "What are you doing?" Derpy finally asked, when her curiosity could be contained no more.

"I'm collecting rocks."

Derpy was taken aback. Of course, Maud was collecting rocks. How could any-pony not realize that? One thing that Derpy had come to notice was Maud's tendency give rather lacking answers. "W-Why?" Derpy asked, hoping her prodding wasn't a nuisance to the earth pony.

Maud glanced up at Derpy, as if no pony had ever bothered to inquire her on her answers. She blinked, then gazed down and picked up another rock. "It's not often one comes across such a fine collection of hornfels. It's really a stroke of luck."

"What's a hornfel?"

Picking up another of the striped rocks, Maud said, "this." Then tucking it away in her satchel, she explained, "it's a rock that has been baked and indurated by the heat of intrusive igneous masses; an exceptional find."

This time it was Derpy's turn to stare blankly at the pony. What the hay was Maud talking about? She suddenly felt really dumb. The only way the pegasus had any chance of understanding what was just said would've been to plop out a dictionary. In other words, this conversation wasn't going anywhere. "T-They sound really special."

Maud eyed Derpy for a moment, almost considering on furthering their discussion. Eventually though, she simply replied. "They are." And she tossed another hornfel into her satchel.

After that, the conversation between Derpy and Maud tapered off. Derpy really didn't have much else to say about the strange rocks Maud was collecting. She didn't know enough about them to provide any meaningful discussion. She also found it difficult to read the earth pony. _Maybe I'm bothering her._ Derpy thought to herself.

Focusing on the path ahead, the pegasus carefully adjusted the position of her broken wing. It twitched with pain, every so often rubbing just the wrong way against a rock or a tree. Derpy's body shuddered each time it happened. She could feel herself sweating, and seeing Spike a little way ahead, considered calling out to him to slow down or even ask for a break.

Before Derpy could speak up, she caught movement out the corner of her eye. Turning her head, she stared through the trees and saw what looked like the tail of a pony disappearing into the woods. "You see that?" She asked.

"See what?" Maud asked, and stopped to gaze in the same direction.

They both stood, neither one of them moving. Spike had almost vanished from sight before he realized the others weren't following. "Come on girls! The sooner we get to the Crystal Empire, the better." He said, walking back over to them. When the dragon noticed the two were occupied, he asked, "What's going on?"

"Derpy saw something." Maud answered.

"What was it?"

"I don't know," Derpy answered, lightly shaking her head. "I-It looked like a pony."

"A survivor from Ponyville?" Maud suggested.

"Or . . ." Spike bit his lip. "A changeling." Maud had no reaction, but Derpy shriveled up just from mention of the creatures. If the changelings were following them, then they didn't stand a chance. Three against potentially hundreds of love suckers was no contest.

"What should we do?" Derpy asked, her eyes darting from tree to tree, watching for any signs of the "pony" she had spotted.

"I-I think we better keep moving." Spike answered. "If it was a changeling, then it's probably a trap."

"And if it's not a changeling?" Maud said.

"Well . . ." Spike started. "I-I don't know. How can we trust that they aren't? Changelings can make themselves look like anyone. Even if they weren't a changeling, how could they trust us?"

"You trusted me." Maud said, and before Spike could respond, the Pie trotted slowly off in the direction that Derpy had seen the mysterious pony. She did it so casually, and so calmly that neither of the remaining two knew what to think.

Shaking his head, Spike eventually hurried to catch up with the earth pony. Derpy however, stayed rooted to her spot. She didn't want to go, didn't want to face those monsters again. The sheer terror she experienced both in Cloudsdale and Ponyville, she never wanted that again. Her body ached and groaned, pleading with her to stay away from that spot. _Can't we just get help from Cadence?_ She thought to herself.

A rustling behind Derpy made her turn around. She froze in place, watching the bushes moving, waiting for the monster to come out. _They've found me._ Her heart raced, and she slowly backed away. The bushes rustled a bit more, and Derpy almost tripped over her own wing when a small bunny suddenly jumped out at her. The pegasus released a scream and limping away at as much of a gallop as she could, Derpy cried out, "W-Wait for me!"

Almost plowing headfirst into Maud's tail, Derpy stumbled to the ground next to her two companions. "Don't move." She heard Spike say. Glancing up from where she lay sprawled in the ground, she saw them. Six changelings prowling the forest only twenty feet or so ahead of them.

Derpy began to hyperventilate. They were here. They were here and the love suckers were staring right at them. Picking herself up off the ground, Derpy squeezed in close next to Maud and Spike. The group of changelings hissed at them, closing in.

"Careful," Spike whispered to Maud, not taking his eyes off the changelings. "They can make themselves look like anyone."

Almost on cue, the changelings transformed themselves into copies of Spike, Derpy, and Maud. All at once they lunged at the trio, hoping to split them apart and create confusion.

Maud only narrowed her eyes. It was this deception that had led to the capture of her sister. It was because of these monsters that Ponyville found itself in such a dilapidated state. These changelings were delaying one of Pinkie Pie's parties, and preventing Maud from seeing her sister.

Swiftly bucking at her satchel, Boulder rocketed out from a small side pocket. Knowing her pet's precise movements, Maud kicked Boulder hard at one of the fakes, bouncing her pet rock off the changeling's head. His body flapped backwards from the force, and sent him tumbling into a nearby tree. With Boulder flying back towards his owner after the bounce, Maud slapped him across to the next to monster. Boulder smashed right between the eyes of a fake Spike before lurching across the clearing and knocking over a fake Derpy.

The pinball-like game Maud played with her pet caught the eyes of the real Derpy. She huddled down on the ground with Spike, just watching Maud's expert hooves kicking one changeling away while catching the rock in another hoof and sending it back out to strike another attacker. It almost felt like a dance with how the earth pony moved. A quick, yet subtle elegance followed Maud and her fluid movements, taking out changeling after changeling.

"W-Wow!" Derpy whispered, understanding now why Pinkie Pie had talked up her sister the way she had.

With the earth pony being so busy flicking her rock from changeling to changeling, she appeared to miss one of the changelings that had disguised himself as the earth pony. Derpy tried to call out to Maud, to warn her. At that moment though, Derpy couldn't raise her voice more than a whisper. Desperate not to lose another friend to these creatures, the pegasus stumbled onto her legs and head butted the changeling as hard as she could.

The love sucker went hurtling back and rolling onto his feet, his Maud disguise melted off and he turned to strike back at Derpy. Maud, having seen what the pegasus had done, quickly slapped Boulder at the changeling, knocking him out cold.

When finally, the last changeling dropped from that same rock smashing into his temple, Maud caught her pet and pocketed him safely back into her satchel. Turning back to Derpy, she stepped up to the pegasus, who was trembling. "Thanks, Derpy." She said flatly, having not even broken a sweat.

Derpy only nodded. She was too out of breath, and too sore to really provide anymore of a response.

Then stepping over to Spike, who'd been huddled up next to Derpy until she'd moved away, Maud said, "Sorry Spike. I really should have listened to you."

"No, it's alright. But more than that, you were amazing, Maud!"

"I was?"

Spike nodded his head excitedly, "I've never seen anyone take on the changelings like that!"

Finally joining the two, Derpy added, "It was pretty amazing. Where'd you learn to do all that anyway?"

"From Boulder." Was Maud's only response.

Before Derpy could question her further, Spike interrupted, "Uh girls, we should probably get moving . . . before they wake up." Derpy and Maud glanced at the changelings, some of which were already beginning to stir. With no argument to Spike's request, they followed him deeper into the forest, away from the changelings, and closer towards the Crystal Empire.


	20. Chapter 20

**Chapter 20**

A soft fog surrounded the Crystal Empire, reflecting light off the sparkling gems holding the city together. From the center, the Crystal Castle rose out, topping off the city's skyline. A majestic city protected by both the power of the Crystal Heart, and Princess Cadence. Though the ground fluffed with snow beneath the changelings' hooves, the Crystal Empire remained warm, and sunny.

Tremor gazed out from his vantage point towards the great city. This northern-most region was the last hold-out for his queen to conquer. With this victory, Queen Chrysalis and Day Breaker would have no-pony to stand in their way. And with all the princesses out of commission, Chrysalis could finally place her full attention on dethroning that arrogant Day Breaker. However, despite the sheer number of changelings that Tremor had led to the city, this siege made him nervous.

Glancing back at his changelings, he saw nine Sun Flares taking up the rear of his unit. _Something's not right here._ He thought, watching steam emanating from their ghostly bodies. Day Breaker had insisted on this being a joint mission. Either the possessed alicorn had no faith in the changeling army, or she was up to something. Placing a hoof over the shard from his queen's throne, Tremor thanked Chrysalis for providing him with such a wonderful protection. Many of his soldiers though, did not have this luxury.

"Alright changelings!" Tremor announced, turning around to face his soldiers. Soldiers he'd been entrusted with after his tremendous success in Ponyville. "Our final major invasion has arrived! With the success of this mission, all four of the princesses will have been thrown from power! Our brothers, our sisters, will have free reign over this land!"

Tremor looked into the eyes of each changeling as he spoke. Many of them were freshly created thanks to Day Breaker. Some though, he recognized from years back, survivors from Thorax's treacherous acts. "Never forget, that what we do, we do for the continuation of our species! We fight for our right to feed! We fight for our great queen, Queen Chrysalis!"

To this, his changeling army erupted in a roar of cheers. The loudest of the voices came from those who'd searched and survived with Tremor during the dark times. Though Day Breaker's Sun Flares had ignited a sense of uneasiness throughout the camp, Tremor was still among friends (as Twilight would call them).

"Squad A! Follow me!" Tremor commanded, and a swarm of about twenty changelings detached from the main army. "The rest of you, hold off until you see our signal!"

Together, Tremor and his small squad guised themselves in various pony skins. For Tremor, he reverted back to his Brawny skin. It'd served him well enough in Ponyville, and it'd serve him fine here as well. Leading the way, Tremor raised his hoof, and motioned for his cast of survivors to follow him towards the entrance to the Crystal Empire.

As the group approached, a line of colts stood well-armed, guarding the entrance to the lavish city. Just from observation, the city appeared to have no barrier in place. _Thank Chrysalis._ Tremor thought. Dealing with another barrier would have slowed things down even further. He'd been aware that Cadence might be capable of one. If she was though, she must not have had the strength for it.

"Halt!" One of the colts demanded upon sight of Tremor and his group. "Identify yourselves!"

"Please . . ." Tremor begged. "Please, you have to help us! We're from Ponyville! The train . . . Princess Twilight sent us on a train to evacuate! The changelings . . . they attacked it! A-And it derailed!"

The commanding officer glanced over his colts. Cadence had made him aware of an inbound train from Ponyville carrying civilians. However, he was not aware of any timetable for when the Friendship Express was due. Turning to one of the pegasi on watch with him, the soldier scribbled out a quick note and handed it to one of his comrades. "Go."

Seeing the stuttering line of guards, Tremor looked back to his changelings. He needed to get them inside. "Please!" He tried again. "Some of us are injured!" This caught the soldier's attention, and Tremor continued, "Others are starving! We've been on the run for so long . . . please, you can't let us die out here!"

Tremor saw whom he assumed to be the captain of the guards stumbling between his soldiers, conflicted between letting them in. Cocking his head towards the others, Tremor whispered to his group. "Start making noise. Shouting. Crying. Anything . . . we have to get in there."

At his words, the twenty other "ponies" began to cry out, growing rowdier with pleas for help, shaking hooves, and teary eyes. Tremor turned back to the guards and said, "Please . . . I have urgent news from Princess Twilight herself! Princess Cadence is in grave danger!"

At this, the captain relented. "Hurry up then! Get inside!" And the colt motioned for several of his soldiers to run out and help the survivors into the city.

Tremor accepted graciously, providing a warm, Brawny smile for the soldiers. "Thank you! Thank you so much!" He replied, following the others into the city.

The soldiers stuck close to Tremor and his changelings. Clearly, they didn't quite trust the group of ponies they'd just let inside. No matter, as long as Tremor and his squad were led to Princess Cadence, he welcomed the little parade. It gave the changeling a chance to scope out the city, and get a good view of its inhabitants. The ponies of the Crystal Empire were by far some of the most elegant Tremor had seen. At heart, they still talked and behaved like any other pony he'd met. Their shimmering coat of fur though was just beautiful. He couldn't help but wonder if the shimmer they had seen from afar was due to the gemstone-like buildings or the sparkling of the ponies here.

Reaching the enormous archways of the Crystal Castle, Tremor gazed up at the ivory white crystals that made up the castle's walls. A splendid structure indeed, with how it carried up much higher into the sky than what he'd thought. Queen Chrysalis would like this kingdom. Even as they entered, Tremor began to secretly hope his queen would choose this city as her main base.

Princess Cadence rested in a throne of purple sapphire and amethyst. The room decorated with moonstone and quartz, opened up into a large ballroom-like arena. Surely the good princess hosted many-a party in this wonderful room.

Cadence's eyes though waned from exhaustion. Without Shining Armor, she'd bore all of the responsibility that the two would usually share. Even when they entered, the princess had to force her head to properly greet the injured.

Along with the princess, an estimated twenty to twenty-five guards lined the walls of the Crystal Castle's throne room. If this was to work, they had to use the element of surprise to their advantage.

"I'm told you're all survivors from the Friendship Express. Are there any others? Should we send out some help?" Right down to business, the princess' first thought was of those on the train.

Tremor merely shook his head as Cadence slowly stepped down from her throne, towards them. "No, I'm afraid not. When the changelings attacked, they derailed the train, and took every-pony they could."

"Does Twilight know about this?"

Again, Tremor shook his head. "No."

"Then we must inform her right away, and put together a search party . . ."

"Princess Cadence . . . we can't do that."

Stopping, Cadence looked at the group of survivors. All of them trembled at the mention of Ponyville. She suddenly felt as though something had happened. All she knew of was the train's crash. But the atmosphere that had settled when these ponies arrive, somehow clued her in on something far more serious. "W-Why not?"

Tremor looked from the group of "ponies" back to the princess. He stumbled down onto the ground, forging an injury. As expected, Princess Cadence wasted no time in rushing to help him back up; despite her own fatigue. "Because my princess, Ponyville is gone."

"W-What?"

"When the train left . . . we were already being overrun. Hundreds upon hundreds of changelings . . . there were just too many."

"W-What of my husband . . . Shining Armor . . . and what about Twilight and her friends?" Cadence asked. Her body trembled as she stared down at the pony, almost begging him to tell her they were alright.

Tremor though, only shook his head. "While I can't confirm it for myself, others on the train saw the changelings carry Twilight off . . . along with her friends . . . and the captain."

Cadence paced back and forth. Her hooves clicking and clacking along the sparkling floor. "That cannot be. Why that just leaves us!"

"And . . ." Tremor explained, "the changelings are on their way here. They are coming for you."

Cadence's eyes opened wide. She knew what this meant. Day Breaker and Chrysalis were looking to finish them off, to finish off Equestria. "Guards!" She commanded, and when every guard in the room stood to attention, the princess ordered, "Prepare our soldiers! We need to be ready for war!" At once half of the soldiers in the room fled out into the city.

This was it. This was exactly what Tremor had been hoping for. Putting the princess in a panic. _Now's the time._ Tremor moved slowly up to Cadence, keeping his limp with the false injury. Softly he whispered, "There was something Princess Twilight told me . . . something she wanted you to know."

"What?" Cadence's voice was almost at a whisper. "What is it?"

"The changelings . . . they're already here." Tremor finished. Cadence's eyes widened in horror.

Using the princess' momentary stupor, Tremor reverted his disguise. With his changeling body exposed, he jumped the princess, catching her off-guard. Wasting no time, he pressed a hoof to Cadence's throat and began sucking out her love.

When the guards saw his action, one left for reinforcements while the others attacked. With Tremor's group of twenty though, they easily over-powered the troops inside.

After rendering the princess unconscious, Tremor turned to his troops, "Quickly! The signal!"

One of his soldiers burst out from one of the windows, and using a special mixture Chrysalis had prepared for them, flew around the towering Crystal Castle, weaving a dark green mist around the skyscraper.

From outside the city, the changelings watching from beyond the gate saw the green cloud spindling around the castle, and they knew, it was time. "That's the signal! Let's go!" The commanding changeling cried out. Motioning for his brethren to follow, the legions of changelings swarmed into the Crystal Empire, overwhelming the guards and flooding into the city. The screams of the ponies quickly blew out with the wind.

* * *

Spike dug his claws into the side of a large, proud oak tree. The dragon had grown weary, and worried that he might be leading the two ponies astray. The commotion from the changelings hadn't resulted in any injury or further losses, thanks Celestia. It did though send them in circles for a brief period in their attempt to escape the small squad of monsters. Now, Spike just wanted reassurance that they were going the right way.

When he reached the tip of the tree, Spike peered out over the forest. The sun had begun to set, spreading a soft, orange glow over Equestria. It'd be dark soon, but Spike could still see. From where he stood, he could see a vast sea of trees, along with the occasional bird swooping down in to their nest. Scanning the area, the dragon's hopes suddenly leapt into the sky as in the distance, he saw a set of train tracks curling out and around a vast chasm in the earth. The Galloping Gorge! It just had to be the gorge! "We're going the right way," Spike whispered to himself. "Thank Celestia . . ."

The dragon had already started back down the tree, a plan formulating in his head. If they could make it out of the forest by nightfall, or at least to its edge, then they'd be in pretty good shape. It meant leaving cover, but if they stayed in the forest, it'd just end up taking them further away from Cadence. Spike was hoping they could stay hidden for most of the way, but that unfortunately no longer appeared to be the case.

Sliding down the tree trunk, Spike hopped off and patted himself free of twigs and leaves.

"Well how was it?" Maud asked.

"It's looking great! If we can keep moving in that direction," and Spike pointed towards the train tracks he'd seen. "Then we can probably be out of the forest by nightfall! And then, we follow the tracks to the Crystal Empire!"

"And then we're safe." Derpy breathed out.

"Then we rescue Pinkie Pie and the others." Maud added.

"That's right!" Spike said, and already eager to lead the way, beckoned the girls to follow. "Come on! What are we waiting for?!"

Derpy moved alongside Maud, starting to sweat from the constant travelling. The awkward way in which she had to walk with her wing and her limp, had made movement increasingly difficult. Still, she couldn't complain. She wouldn't complain, not at least until they reached the Crystal Empire, or until she met up with the doctor. _I wonder where he's at. I hope he's alright._

"Don't worry, we'll get Pinkie Pie back soon." Maud said.

Derpy looked over, and at first though the earth pony was speaking to her. But upon closer inspection, found Maud to be addressing a small rock held tightly in her hoof. Did she just talk to a rock? Derpy had found Maud to be a tad strange during the short time they'd spent together, immensely impressive, but still a bit strange. She became so lost in thought as to why Maud might be talking to a rock, that she failed to notice when Maud actually stared back.

"Is something wrong?" Maud asked her.

Derpy almost didn't hear the pony, but when she looked up, realized what had happened. "S-Sorry. But . . . were you talking to that rock?" She asked, pointing at the thing. Maud's only response was a nod of the head. "W-Why?"

"He's my pet."

Derpy knew some ponies to keep rather interesting, or exotic pets. Fluttershy for example, kept almost every animal imaginable in her home. Maybe though she was a bad example. After all, the more Derpy thought about it, the more she figured Fluttershy wasn't actually keeping the animals as pets. The pegasus merely loved to help animals. Still though, a rock as a pet?

Derpy's eyes caught up with Maud again and she realized she must've had a weird look on her face. Hopefully she hadn't offended Maud. "What's his name?"

"His name is Boulder. Do you want to hold him?"

"Uhh . . . sure." Derpy said, and held out her good wing to catch the rock. She couldn't exactly spare any other limbs at the moment.

When Maud placed the rock onto Derpy's wing, the pegasus inspected it carefully. _This was the rock she'd used to knock-out those changelings earlier._

"Boulder's really worried about Pinkie Pie. He's practically shaking." Maud explained.

"He is?" Derpy asked, a bit shocked. When she saw Maud nodding, she wondered if maybe she was just missing something. Looking at the rock closer, Derpy certainly couldn't see it moving. Unless one counted the bobbing of her wing as she walked, it appeared to be like any other rock. But then Derpy saw something. "What's this?" She said, and nodded her head towards a small chip in Boulder's side. "Something happen to him?"

"What?" Maud said, and her eyes opened up a touch wider than usual. Surprise perhaps? Or worry?

Taking the rock back, Maud closely studied Boulder, searching for what Derpy had pointed out.

"He has a chip in him."

"Oh this," Maud answered, relieved that nothing was really wrong with her pet. "I'm impressed you noticed. He's had this for a long time."

"R-Really?"

Nodding, Maud said, "When Pinkie and I were younger, we got into a fight with Boulder. Boulder ended up hitting Pinkie . . . and broke her jaw."

"Oh," Derpy said, "that explains it." Then a moment of silence gave the pony time to fully comprehend what had just been said. She blinked her eyes open a couple times and whipped her head back over to look at Maud. "What?"

Maud though, ignored her, or didn't hear her incredulous question. "It happened so long ago, I thought he'd have healed up. But it looks like he still has a scar."

"W-What did you fight about?" Derpy asked, now quite interested in this story. She assumed rocks just didn't fly into the air by themselves, even pet rocks. So, was it actually Maud and Pinkie who had fought?

"Rocks. We were fighting about rocks."

"Hurry up you two!" Spike called out ahead of them. "I think I hear something!"

Derpy and Maud both turned towards the dragon and hurried along. Catching up with Spike, who'd stepped into a narrow space between two very large oaks, sat with his eyes staring up to the sky. When Derpy and Maud both entered the narrow space, their eyes floated up towards the treetops as well.

"What'd you hear?" Maud asked in a whisper.

"I'm . . . I'm not sure." Spike replied. But the others didn't need long to guess.

Overhead, the all-too familiar sound of buzzing carried down from the treetops. Twigs and leaves drizzled down from above as a group of changelings hovered overhead. Spike couldn't help but wonder if they were the same ones Maud had beat up earlier. It didn't sound as though there were many of them.

The changelings hovered around, almost scanning the forest for something. With day light almost gone, they would certainly have trouble.

Derpy's eyes sat glued on the passing glimpses she got of the changelings, praying that they would just leave. Maud on the other hoof, only narrowed her eyes. These were the creatures that had taken her sister, had taken her friends. If they did come down, she'd be ready.

After another minute or two, the changelings grew weary of their fruitless search. Turning back, the swarm disappeared into the distance. No one moved from their hiding place between the trees, not until they were certain the changelings were gone.

"Do you think they'll be back?" Derpy asked, when she finally stumbled out, tripping over her own hooves and hitting the ground hard.

"Not tonight . . ." Spiked said, and reached out to catch the pegasus. Fortunately, Maud had been next to her. Though Maud wasn't able to catch the mare, she was right there to help her back up.

Seeing the exhaustion in the pegasus' face, Spike said, "Why don't we camp here for the night. It's almost dark as it is . . . and we could use a good rest." When the others agreed, Spike said, "Good. Let's setup camp." And with that they scrounged around for some wood and food, working towards as comfy a campsite as they could for the night.

* * *

Chrysalis sat in her room at the castle, eyeing the "statue" of Starlight Glimmer. She eyed the thing carefully from where she sat, carefully analyzing the angle at which the terrified expression had been glued onto the pony's stone face. Biting her lip, Queen Chrysalis flung a cheap, plastic ring across the room. It spiraled through the air and landed perfectly around Starlight's horn. With another point on the board, the queen's subjects cheered as she took the lead in her game of ring toss with a fellow changeling.

Letting out a giggle, Chrysalis said, "I can't believe we didn't think of this sooner! Why, I haven't been this entertained by a pony since . . . well ever!" At this, she burst out into laughter once more, watching the neon green ring dangle around Starlight's face, catching in her open jaw.

As her opponent took to his turn, another changeling entered into the queen's chambers. When Chrysalis saw him, she instantly lost interest in the chunk of rock. Eagerly watching her subject enter, Chrysalis asked, "Well, what news do you have from the Crystal Empire?"

When the others heard her ask, they grew silent and all eyes fell upon the messenger. Clearing his throat, the changeling stood tall and proud. "Tremor's forces have successfully captured Princess Cadence. The invasion is already under way, if not already completed."

"Perfect! Absolutely perfect!" Chrysalis announced, hopping onto her hooves and tossed a blue ring at Starlight. The ring bounced off her forehead, and the force of the throw actually managed to rock the unicorn statue back and forth. Chrysalis only chuckled at the sight, and turned back to her soldier. "With this, the last of the princesses have finally been overthrown!"

The changelings burst out into cheers and applause, celebrating with hoof bumps, and slaps on the back. Chrysalis watched her minions for only a moment, before turning back to the soldier. As much as she wished to partake in the festivities, one uncertainty stuck in her head. "What of the Sun Flares? What are they doing?"

"They haven't budged. Been sitting right out side of the Crystal Empire for some time now."

"Keep an eye on them," Chrysalis said, "We wouldn't want a certain some-pony ruining our fun." The changeling nodded and Chrysalis dismissed him.

 _Those monsters could spell us trouble yet._ Chrysalis thought to herself. Dropping back onto Luna's former bed, the changeling queen spread herself out and rested her chin in her hoof. She needed to think. "This is getting too dangerous. Day Breaker will be looking to rid herself of us soon if we don't act." She whispered.

If only there'd be a sign that Day Breaker's magic would be starting to wane! If what that four-eyed friend of Twilight's . . . Moon Prancer, or whatever the hell her name was, said was true, then why hasn't Day Breaker's powers diminished? Wouldn't the constant use of those Sun Flares drain her? _Unless Celestia's magic is prolonging her abilities. Even I hate to admit it, but she's quite the powerhouse._ Chrysalis sighed, and watched the others continue their ring toss game. She suddenly had lost the will to play.

Hoof-steps from the doorway made Chrysalis suddenly look up, and speak of the devil, Day Breaker stood at the entrance. The sneer that crawled over her face seemed to leak into her mane, causing the flames to crackle and pop, singeing the archway above the door. "Not the most civilized of creatures, are you?" she said, revolted.

Pulling herself up, Chrysalis stretched out. "Oh please, forgive their festivities. My changelings haven't had this much to celebrate in quite some time. But maybe you haven't heard." Then stepping off the bed from where she'd just gotten comfortable, Chrysalis smiled at the alicorn and said, "The invasion at the Crystal Empire has been a grand success. It really is thanks to you that I have the legions of changelings that I do. Why, I'm sure my changelings are already in the process of dragging that Princess Cadence right to our hooves." Stepping closer to her partner in crime, the queen said in an almost seductive tone, "All of Equestria is now our little playground."

Day Breaker watched as each one of Chrysalis' changelings stopped what they were doing, and watched her. The seven or so monstrosities that the good queen had associated herself with were gathering suspiciously together. Day Breaker couldn't help but smile. "Things have gone much closer to plan than I originally intended. Why . . . it almost seemed like a waste to send out my Sun Flares with your army."

Chrysalis felt the change in tone. Her ears perked up and she stopped about ten feet or so from the alicorn. Staying near her subjects, she said, "Yes, it certainly wasn't necessary. My changelings had the entire thing under control."

A strange smile spread across Day Breaker's face. One that made Chrysalis' hair stand on end. She dug her hooves into the ground, expecting an attack. The tension in the room carrying over to her subjects, as they even began hissing at Day Breaker. Something about the fiery mare's visit wasn't right.

"Why such the reaction Chrysalis? I thought for sure we were on the same side." Then glancing over to the changelings that hissed and barred their teeth at her, Day Breaker shook her head in disdain. "Then again, your changelings are so vicious. Why would you be any different? Some-pony will need to control you, all of you."

"W-What?"

"I can see now why Starlight reformed your pathetic swarm of bugs." At this, even Chrysalis had started to hiss. Day Breaker could sense the blood boiling in the queen's body. With the changelings having done the dirty work for her though, Day Breaker didn't care. She'd gotten what she wanted. "Nothing but a group of disease ridden leeches. That's what you are."

Chrysalis backed away, towards her changelings. "You said we were partners." She hissed, locking eyes with the alicorn, ready at a moment's notice to attack.

"I did. But then the funniest thing happened. I heard whispers that you were plotting to turn against me." Day Breaker waited for a response, but when she received only a glare, she continued. Stepping ever so closer to Chrysalis, she watched with some amusement as they backed away from her. "Oh yes Chrysalis. I know all about it. You and your little monsters were going to take my kingdom away from me, just as I ascended into power."

Two Sun Flares drifted into the room, and Chrysalis watched them block the windows and the balcony. Obviously, they'd arrived to prevent any desperate escape attempts that the queen might try. Having stopped listening to Day Breaker's incessant droning on about what she knew and how she knew it, Chrysalis used the alicorn's monologuing to her advantage. Quickly charging up a beam of magic, Queen Chrysalis blasted Day Breaker with a powerful shot of her magic.

The alicorn easily dodged out of the way. Chrysalis however, used her brief cover to transform into a regular changeling. "You insolent little fools! Don't think for a second that I didn't see this coming!" Day Breaker shouted and fired off her own blast of fiery magic at Chrysalis and her minions. They spread out across the room, landing on the ceiling, the walls, and high up in the corners.

Day Breaker scanned around the room, searching for Chrysalis. "Impossible!" She cried out when all she could find were changelings in the room. "There's no way she could've . . ." Then the alicorn stopped. She flicked her eyes around the room once more and then smiled. The oldest trick in the book. That's what this was. "Eight little changelings, scattered in a room." She said.

Chrysalis then watched from her corner as Day Breaker nodded at one of her Sun Flares. The ghostly figure hovered over to one of her minions and using its magic, scooped up the changeling. He scraped his hooves against the wall, desperately trying to grab onto to something. He kicked and wriggled, fighting the Sun Flare's magic with everything he had.

Day Breaker's magic though, won in the end and the helpless changeling was dragged over to the evil alicorn. Having him dropped in front of her, Day Breaker circled around the changeling, sizing him up. Chrysalis fought the temptation to leap down and rescue her subject. She had to stay hidden, had to wait for the perfect moment to attack.

"One changeling fell down . . ." and Day Breaker used her magic to lift the creature up by his neck. She stared into his eyes, her mane and tail both flicking fire across the room in excitement. She saw his fear, saw his body quivering in terror from her. ". . . and broke his neck." With the flick of her magic, Day Breaker snapped the creature's neck like a twig. His body instantly went limp, head twisted back against his wings. This wasn't Chrysalis, of that Day Breaker was certain.

Looking up, she stared around the room, trying to gauge the reactions of the remaining changelings. "Shall we play again?" When none responded, Day Breaker hummed and said, "Seven little changelings, scattered in a room . . ."

At this, Chrysalis grit her teeth. She watched another of her subjects plucked out in the same manner. His terrified eyes locked with hers for but a moment. _I'm a queen. A ruler far greater than Twilight, Celestia, and certainly greater than Day Breaker._ Chrysalis said to herself, watching the changeling huddling up at Day Breaker's hooves. _And I will not stand for this!_

Waiting until Day Breaker had lifted the changeling by his neck, Chrysalis fired off a green bolt of magic. Day Breaker dodged it, but by then, Chrysalis had already hit the ground behind the alicorn and charged her. Transforming back into her true form, Chrysalis turned and bucked the alicorn in the head, launching her across the room. At this, her minions flung themselves at Day Breaker, latching onto the alicorn's hooves, and attempted to suck the love out of her.

The Sun Flares however, did not sit still. One of them used its magic and flung each changeling off of its master. The other one turned on Chrysalis and fired his own beam of fiery energy towards the queen. Chrysalis leapt to the side, but it was not enough. She turned in horror as the magma-like blast consumed her and then suddenly vanished. "W-What?" She questioned and then gazed down at the shard of throne she'd forgotten was around her neck.

Chrysalis laughed. "My turn!" She cried out, and using all of her energy, blasted the Sun Flare with a ball of magic of her own. The blast magic though, passed right on through Sun Flare and exploded into the wall behind it.

Before Chrysalis could respond, Day Breaker flew up from behind and tackled the queen into an adjacent wall. Rock and plaster collapsed onto them. Angrily pulling away, Day Breaker leaned in and tore the throne shard from Chrysalis' neck using her teeth. She tossed it to the side and yelled down at the trembling queen. "You really think I'm that stupid?! Trying to suck my love and then thinking you can somehow pull one over me?! You obviously aren't that _bright_ Chrysalis!"

At her words, Day Breaker stretched out her mane and tail, trapping Chrysalis between walls of fire. The sound of broken windows and Day Breaker watched the remaining changelings flee from the castle. "Leave them!" She shouted at her Sun Flares, who were already starting to follow. "They'll be back." Then turning back to Chrysalis, Day Breaker laughed as the queen coughed and gagged. Sweat trickled down her brow, and her lungs heaved for air as the smoke suffocated the oxygen between them. "What's the matter Chrysalis? Can't take the heat?"

With how the wall had crumbled, large chunks of plaster and rock had made it difficult for Chrysalis to escape. Then when Day Breaker's fire had spun up, the queen had found herself trapped. Her eyes burned, and her throat scratched as she stared up at the blurry figure before her. "M-My army will . . ."

"Your army will cease to exist after this!" Day Breaker shouted, and kicked the queen in her stomach, freeing her from under rubble, but also sending her rolling into the fire. She let out a scream of pain when her side brushed up against the blaze. Careening away, Chrysalis cradled her burn and glared back up at the alicorn.

"The reason I sent my Sun Flares with your insipid little army in the first place, was never to help them take the Crystal Empire." Day Breaker couldn't help but relish in the horror that had hit Chrysalis' face. "The second your changelings have the Crystal Empire under control, my Sun Flares are going squash every last one of you, like the bugs that you are. Then, at long last, I will rule over Equestria."

* * *

Spike warmed his clawed hands at the small fire he'd created. With Maud having pulled up a couple logs to sit on, the evening slowly ticked by. The moon having climbed up high overhead, animals could be heard in the distance, rumbling about. Their grunts and squeaks drifted over the crackling of the fire. Clearly, they'd been just as confused with all this day/night nonsense as well. Though at least, this time it felt like night. That or Spike was just exhausted from all the travelling the three of them had done by foot and hoof.

"How much farther is the Crystal Empire?" Derpy asked from her stump.

"I'm not sure." Spike answered honestly. "We should be just south of the Galloping Gorge. Once we start following the tracks, hopefully it won't take long."

"Does that mean we lose our cover?" Maud asked calmly, adjacent to Derpy.

Spike sighed. "Yeah." He hated the thought of being out in the open, but at this point they didn't have much choice. Otherwise, they'd never reach Cadence. "Don't worry though . . . we'll figure something out."

A cool breeze passed through darkness, sending shivers across the fire. Maud watched as Boulder tilted ever so slightly from the wind. Nodding at her rock's apparent statement, Maud scooped up her pet and took a seat next to Derpy. The pegasus, who'd been favoring her bad wing since sitting down, looked up to Maud in a bit of surprise.

Setting Boulder down next to the pony, Maud looked into Derpy's eyes. "Boulder's taken a real liking to you."

Derpy stopped. "H-He has?" She asked. When Maud nodded in response, Derpy felt a rather unexpected jolt of excitement. Boulder, Maud's pet, liked her. _Boulder likes me! Maud's pet rock . . . likes me._ Tilting her head down towards the rock Maud had placed between them, she carefully reached out and stroked his . . . his head? Still, maybe this meant she was getting closer to Maud. And for that, Derpy truly was happy.

"Weren't you collecting rocks earlier?" Spike asked.

"Before?"

Remembering, Derpy added, "Yeah, those striped ones! You said they were really special."

A lightbulb flickered on in Maud's head. "You mean the hornfels?" She asked, and when the other two nodded, Maud reached over and yanked her satchel closer. Pulling out one of the hornfels, Maud said, "I'm collecting them for Pinkie Pie." When she'd said her sister's name, her head lowered a bit. "I hope she's okay."

Derpy bit her lip and reached out. Softly patting Maud on the back, she said, "I'm sure she's fine. She's so energetic after all. Pinkie's probably bouncing all over the castle."

Maud turned towards the pegasus. "You think so?"

Derpy only nodded in response. Spike of course, took the hint and added, "Of course! Besides, with the Twilight and the others, it's not like she's alone. I'm sure they're just waiting for us."

Maud sighed. "Thank you. I'm really glad I found you two." She said, looking from the dragon to the pegasus. "I don't know what I would have done without you."

"What are friends for!" Derpy said.

Maud smiled a small smile. Then picking up Boulder, she placed him in Derpy's hooves. "Hold him please." She said. Then without a word, Maud pulled out the rest of her hornfels and lined them up along-side each other in two distinct rows.

"W-What are you doing?" Spike asked.

"Hornfels have the ability to resonate when they are struck. Pinkie uses the hornfels to make lithophones for some of her parties." Maud explained.

"And what's a lithophone?" Derpy asked, holding Boulder close to her body so she wouldn't drop him.

"It's a musical instrument." Maud answered.

"You mean . . . you can play music with those rocks?!"

Maud nodded.

"W-Would you play something for us?"

"I can," Maud started, but then looked over to Spike who'd been watching them. "It wouldn't be too loud, would it?"

A bit startled, Spike adjusted his seating. He hadn't expected any-pony to be asking him permission to do anything. "No, I think you're fine. Besides, I kind of want to hear you play too."

Maud nodded and then dropping her hooves onto the rocks laid out before her, she began a rhythmic tapping. As her hooves moved from one stone to the next, a soft melodic sound reverberated from the rocks. Reminding the others of something akin to a xylophone, each tone played crisp and short. The percussion resonating into the air in a beat that was both relaxing and hypnotic.

The notes seemed to dance around the crackles of the fire, and for a few minutes, Maud's concentration rested fully with the stones laid down in front of her. Both Derpy and Spike could not draw their attention away from the pony. Even the animals in the forest quieted to hear the strange music.

When finally, the beats came to an end, Derpy simply whispered, "Wow."

"Yeah," Spike added. "That was . . . good."

Maud casually looked up to them and said, "I don't normally play. But I'm glad you liked it."

"Could you play them a bit longer?" Derpy asked.

"Really?"

Derpy and Spike both nodded at this. Satisfied with being the entertainment for the night, Maud obliged, playing her hornfel rocks once more. She spun up tunes on the fly, letting her music drift into the night, until her audience (Boulder included), had all fallen fast asleep.


	21. Chapter 21

**Chapter 21**

Derpy rolled over onto her side, landing on her wing sent a quick streak of pain through her body. The pegasus bolted up from her sleep, eyes twitching. The pin prickling pain slowly faded off once pressure was removed from the damaged wing. It still bothered Derpy that she was in such a state. She couldn't be much use to Spike or Maud like this. Her being body sore and wobbling from the injuries, and her wings were just useless.

Getting up on all fours, Derpy glanced around their campsite. Dawn had broken out between the trees, sending rays of golden orange warmth bursting into the forest. The warm scent of dew and dandelions permeated the air. Crickets chirped to life, and birds started their morning songs. Almost too peaceful as it were.

Both Spike and Maud still slept in their respective "beds." The dragon snuggled up against the log he'd been sitting on. Maud on the other hoof, had curled herself around Boulder, holding her pet like a filly would hold a stuffed animal. The earth pony appeared quite comfy holding her rock, almost cute.

The fire had long but died out, and Maud's hornfels were neatly packed away in her satchel. Once the two were awake, they'd be ready to hit the road once more. Speaking of, Derpy wondered just how close to leaving the forest they really were. If she could, she'd just fly up and take a peek out over the trees. However, while one wing worked, the other . . . Derpy turned and tried to flap her injured wing. It moved maybe an inch in any direction. "No good. No surprise." Derpy mumbled and slowly trotted into the forest. She didn't intend to go far, only to see if she could spot the forest's edge.

Sifting through the trees, the bushes, and the dirt, Derpy followed the path Spike had led them on. She moved away from their little camp and deeper into the forest. The pegasus kept her ears open for any signs of danger. First hint of a buzzing, be it bee or otherwise, she would head back.

As Derpy wandered slowly through the forest, her mind drifted from thoughts of Spike and Maud, to Doctor Hooves. Where was he? Had he been captured? Though Derpy knew the chances to be slim to none, she hoped they would run into him. Doctor Hooves always had answers. He was a scientist. He might even have a solution, a concoction that could make all their problems vanish into thin air.

When a branch smacked Derpy in the face, she stumbled backwards and almost tipped over. Wiping the leaves from her cheeks, she blinked a couple times, freeing the dust that had scattered into her eyes from the impact. "What the . . ." she began, but stopped as she pushed past the branch and stared out into open field.

All around her, the trees tapered off into short, narrow sticks protruding from the ground. The dirt path they'd been following ended only about twenty feet from where Derpy stood. Acres of prairie lay ahead, over the horizon. "W-We made it . . ." Derpy whispered. In the distance, she could just barely make out a black trail, train-tracks. If what Spike had said were true, then the Galloping Gorge shouldn't be far off. Derpy's heart leapt up out of her chest. A new life, a new breed of excitement filled her lungs as they were one step closer to the Crystal Empire. They were one step closer to safety!

Turning back, Derpy trotted back into the forest, which turned into a slow gallop. She still favored one of her legs, but the exhilaration from discovering where they were, masked some of the pain. She couldn't wait to wake the others, let them know how far they'd come . . .

Derpy stopped. The campsite was practically in eyesight. Something else though had captured her attention. Something big. "Timberwolves," she whispered to herself.

Four timberwolves were sniffing around the campsite. Their large, oak bodies circling the little clearing. Glowing, green eyes scanned the area, hunting for food. Derpy inched herself closer, just enough to see that neither Maud nor Spike had awoken. The timberwolves moved with such care, their twigged paws avoided stepping in anything that'd make even the smallest of sounds.

Derpy's heart raced. Each second that passed by, the wolves closed their circle tighter around the campsite. Sap-like saliva dribbled out from their growling lips. The delicacies of earth pony and baby dragon lay like a feast before them. Gulping, Derpy prayed. _Wake up! Please guys, wake up! You're gonna be eaten!_

Still though, neither of her companions so much as batted an eye. And the timberwolves had all but blocked her friends in. Derpy felt herself sweating. If she didn't do something now, they'd be eaten alive. Searching the ground before her, the pegasus spotted a rather large rock. Without thinking, Derpy hobbled over to the thing and wrapped her hooves around it. Lifting the boulder up off the ground, her hind legs struggled to keep her balance. Her joints groaned in pain, and Derpy knew she couldn't hold this thing for long.

Seeing the timberwolves snapping open their jaws, Derpy closed her eyes, spun herself around to gather up some momentum, and released the rock, letting it fly off into the distance. The force of the throw tossed Derpy onto her back. Biting her lip to stifle a cry, she opened her eyes in time as the rock hurtled down into the back of one of the timberwolves.

The wolf let out a high-pitched bark and stumbled away from the others. Twigs and leaves dropped off from his side. The other three wolves however, cocked their heads up at the instant Derpy's rock had struck. Being out in the open, the three locked eyes with the pegasus.

"Uh-oh." She tried to back away but stumbled over herself in the process. It didn't matter as the three timberwolves abandoned the camp and were upon her. The fourth soon followed and within seconds, Derpy was surrounded. Each wolf barred its teeth at the pegasus, more of the thick sap hanging between their rows of sharp teeth.

When one of the timberwolves snapped at her, Derpy screamed. She scooted away from one timberwolf and bumped into the snout of another. He then barked at her and she had to crawl away from him as well. There was no where to go, no way to predict which set of jaws would sink into her first.

The timberwolf in front of Derpy opened his mouth wide, leaning in for the first taste. The other three merely lowered their heads, pushing the pegasus towards the fourth. Derpy closed her eyes. His hot, warm breath reeked of rotten meat and spoiled apples.

Derpy waited. She waited for the teeth to sink in, for the blood to soak into her fur. But, it didn't come. Instead, a new smell drifted into the air. Something was burning. When Derpy finally opened her eyes, she spotted a thickening trail of black smoke emanating from behind the timberwolf.

Quickly, the fire climbed up the wolf's back, until he uttered a loud howl of a scream. Bursting from the pack, the wolf leapt to the ground, rolling himself back and forth in the dirt, trying to snuff out the flame. The other three turned their attention to its source, and found Maud, holding a small black rock in her hoof.

"Morning Derpy. Are you okay?" She asked nonchalantly.

Flabbergasted, the pony could only nod as she said, "y-yeah."

Spike peeked his head up from Maud's back. Taking in a deep breath, the little dragon exhaled a hot blaze of yellow and green flame. The timberwolves scattered from the spot, narrowly avoiding having their leafy eyebrows burned off.

Maud used the momentary confusion to pull Derpy back up onto her hooves. "Can you run?" She asked plainly.

Derpy nodded.

"Then run." Maud said and took off towards the edge of the forest. Skidding herself around, the pegasus galloped after her friends. The timberwolves though hadn't given up on them. Two of the four beasts jumped in from either side, blocking their exit.

Derpy turned with Maud to run back towards the camp, but the other two timberwolves were already closing in. The one had managed to extinguish himself. His side though was now charred and flaking away.

"What do we do?" Derpy asked, spinning herself in circles, searching for a way out.

The wolves closed in much quicker on the three, eliminating the possibility of another run-around. Derpy backed up against Spike. The muzzles of the timberwolves were once more pressed to her face.

Backing tighter against both Maud and Spike, Derpy took one more step back and without realizing it, crushed her foot against Spike's tail.

"AAhhhhhhhhhhh" Spike cried out, spewing out much larger and more powerful flame than before. The dragon's fire breath engulfed the head of one of the timberwolves. The monster leapt back, but before he could react, the fire had ripped through his wooden skull.

Falling lifelessly into a pile of fire wood, the timberwolves numbers fell to three.

"Spike, over here." Maud said calmly at seeing what had happened.

Before the dragon could even respond, Maud had grabbed Spike and stomped her hoof down hard on the dragon's tail. Tears streamed from Spike's face as Maud's deliberate smashing of his tail sent nails of pain up through his body. "D-Don't!" He shouted uselessly as he fired off another hot flamethrower of splintering heat.

The timberwolves couldn't react fast enough to Maud's attack and within seconds, two more fell into heaps of ash and sawdust.

When finally, only one remained, it thought better of pursuing this meal and abandoned the hunt. Scurrying off with its tail between its legs, Maud waited until the timberwolf had vanished from sight before gently setting Spike down.

"Are you okay Spike?" Maud asked.

"A-Am I okay?!" The dragon cried out, "Am I okay?! I'm lucky my tail didn't fall off!" Dropping to the ground, Spike gripped his tail, a visible dent firmly pressed into his scales where Maud and Derpy had stomped on. "I could've done that without your help." He said.

"I'm sorry Spike." Derpy said, still calming down from the timberwolves' attack. "I swear I didn't mean it. Are you gonna be okay?"

Spike glared up at the pegasus for a moment. Then he stopped. He remembered what Derpy had been through, what she had done in Cloudsdale and in Ponyville. He looked to Maud, who'd saved them both. _Guess I'm not the one who should be complaining._ He finally thought to himself. Picking himself up off the ground, Spike brushed away the dirt from his tail, seeing a bruise already forming. "It's okay. I'll be fine."

"Are you sure?" Maud asked, a hint of concern in her voice.

Spike nodded. Then turning to face both of the ponies, he said, "but we should get going. Who knows, that one could come back."

As the three moved along once more, Maud glanced over at Derpy and saw the pegasus still a bit upset with what had happened. It reminded her of years back, when Pinkie had lived on the farm, before she'd gotten her cutie mark. Her dazzling sister once had been equally troubled with things. Pinkie would blame herself for even the smallest of things, simply because she was there when they'd happened. Maud couldn't help but smile. It was no wonder her sister had spoken so highly of Derpy.

Sliding up alongside the pegasus, Maud turned to the startled Derpy and said, "Thanks Derpy. We really owe you one."

Derpy, having apparently forgotten what it was she did, said, "Me? Wha-What'd I do? It was only an accident that I stepped on Spike's tail. I never meant to . . ."

"Didn't you distract the timberwolves when we were sleeping?"

Derpy went quiet, and even blushed a bit. "Y-Yeah . . . I suppose I did."

"Then it's because of you we're alive. Don't be too hard on yourself." Maud said reassuringly, "We'd be lost without you."

"R-Really?" Derpy asked.

Maud bobbed her head once in a nod. And that was all Derpy needed. She, Derpy Hooves, was needed.

"Girls, come on! We're practically out of the forest!" Spike called from just ahead. When Derpy and Maud both heard this, they scampered along to catch up, eager to be out of the woods.

* * *

Twilight huddled up in the corner closest to the projection of her friends. Heaving for breath, sweat trickling down her face, the princess had spent the last several hours rummaging through every magical spell she knew just to find one that might free of her of this prison. Nothing worked. From teleportation spells to simple messaging spells for warning Spike, nothing got out.

Twilight rolled her head to the side, staring at the projection of her friends. She couldn't discern anything about them. Where they were, if they were hurt, or even what kept them asleep. All Twilight knew is that they weren't waking up, and it was all her fault.

The longer she watched her friends, the harder it became. "I'm so sorry," she whispered. "I failed all of you. Everything that's happened, it's all my fault."

How had she managed to steer everyone so far down the wrong path? How could Twilight, the Princess of Friendship, place more trust in the words of a changeling, than the pleas of a friend? Rainbow Dash had warned her, before the attack on Cloudsdale, that Fluttershy and Derpy weren't suited for that mission. Her brother, Shining Armor, warned against the mission altogether. _But I ignored them. I ignored all of them._ Twilight felt herself tear up. That mission lost her Fluttershy, along with countless others.

Then of course there was Apple Jack. The earth pony had rushed to Twilight for help when her farm came under attack. "A-And I did nothing. Told her we couldn't spare any soldiers . . ." Apple Jack's terrified gaze returned from the back of Twilight's mind. She saw it clear as day. Why hadn't she helped her friend?

Eventually, Twilight's thoughts drifted over to that of her dragon. Spike. Was he alone? Could he really be heading for the Crystal Empire? Twilight shuddered. "Please Spike . . ."

The princess' thoughts were interrupted when the sound of hoof steps echoed in the distance. Twilight dried her eyes and sat upright. She watched as shadows danced about the cave walls, growing closer. They crawled closer and closer, via a staircase hidden behind rock. Voices echoed into Twilight's prison and she huddled up next to her friends when the visitors finally appeared.

Day Breaker entered into the caverns with two of her Sun Flares. A delightful smile crossed over her lips when she saw Twilight shrinking away from her inside the cage. "Hello Princes Twilight. You're looking as gaudy as ever." She said, approaching the cage.

Twilight remained silent. She kept close to her friends, and eyed Day Breaker's every movement.

"What's the matter dear mare? No witty response? No threats of taking me down? Where'd all that fight in you go?"

"What do you want?" Twilight growled.

At this, Day Breaker laughed. She stepped up closer, wanting a better look at the broken princess. "I want nothing you little fool. Actually, I've got a present for you. Some company if you will."

"What?!" Twilight's head raced through her remaining friends. Had Spike been captured already? Or perhaps Cadence?

Twilight actually found herself inching closer towards Day Breaker, curious as to who it was, and to what condition they were in.

Day Breaker though, only chuckled in amusement at the princess' sudden interest. "It's someone you know. Royalty even, just like yourself." Turning back to her Sun Flares, the evil alicorn commanded, "Bring her in."

Then turning back to Twilight, she opened the cage door and glared in the princess' direction. "Don't you dare try anything."

Twilight stumbled back when a Sun Flare entered the cage. Its eyeless face stared down at her. Slowly flapping its wings, specs of ash flaked off from the charcoal feathers, sprinkling onto the rock floor. Twilight couldn't help but stare in horror at the thing. This was the closest she'd ever been with one. Its horn sparked and fizzed with magic. Its body glowed orange from the fiery veins that spiderwebbed through its body.

Then Twilight heard a second voice, and the sounds of chains clambering and clinking as some-pony was dragged into the cage with her. The Sun Flare in front of her obscured much of what was going on. But Twilight could hear the pony's voice, could hear her cries and her curses. When finally, the princess heard the cage door slam shut again, her mouth gaped open in shock from the pony whom she now shared her prison with.

Queen Chrysalis lay sprawled out near the locked cage door, a Sun Flare using its magic to unlock her shackles. Once the chains dropped from Chrysalis' hooves, the Sun Flare dragged them out of the cage.

Chrysalis forced herself onto all four hooves, refusing to show weakness. She scowled at the alicorn on the other side of the cage. "I swear Day Breaker, I will get out of this prison. You cannot keep me locked up in here. You will not take my kingdom from me!"

"But I already have Chrysalis." Day Breaker said, and pacing back and forth outside the cage, to enjoy every angle of Chrysalis' harmless fury, she said, "My Sun Flares have already begun picking apart your little changeling army."

"W-What . . ."

Day Breaker's smile only widened. "That's right. Since receiving confirmation of the fall of the Crystal Empire, my Sun Flares have begun the work of tearing your precious changelings apart, limb from worthless limb."

Chrysalis threw herself against the cage's bars. The whole thing shook but did not give. Day Breaker cackled at the queen's attempt at retaliation. "Don't waste your breath! It's too late for your army. My Sun Flares will kill them, then move to your hive, and lay waste to it. Then, this wonderful land of Equestria will all be mine.

Day Breaker delighted in watching Chrysalis. She relished the anger, the rage, and the hatred that boiled off of the changeling queen. Even more so, Chrysalis knew that she could do nothing to stop the events that were unfolding. She'd sit helplessly and watch, all for Day Breaker's amusement.

"Now if I may . . ." Day Breaker began, "I have a kingdom to rule, and changelings to kill." The alicorn laughed as she turned to leave, "You can fight with Twilight over who rules the dungeon."

"Day Breaker!" Chrysalis shouted, causing the possessed Celestia to stop in her tracks. The alicorn didn't turn, but Chrysalis knew she had the bastard's attention. "Enjoy Equestria while you can. Because I swear to you that when I am free, the revenge that I will exact upon you will be unlike anything you have ever seen. And I give you my word, you will not survive it."

Only the corner of Day Breaker's grin could be seen, as she crackled the flickering embers of her mane, and vanished back up into the castle.

Chrysalis fumed with rage at being trapped in a desolate prison such as this. She'd been so close, only hoof-steps away from ruling this land when Day Breaker ripped it from her. Not only that, but the beast had the gall to strip away her army as well. Well, Chrysalis was certainly not one to sit idly by and watch her kingdom fall into ruin, not again.

Using her magic, she conjured up a powerful spell and blasted away at the prison's bars. Her magic evaporated on impact. _I will not be stopped Day Breaker. I will not._ Chrysalis gazed about the cell, following the bars up to the ceiling and around the caverns. She searched for a way out, searched for a means in which to escape this hell hole. Each ticking second that passed fueled her anger, fantasies of Day Breaker's broken neck danced in her head.

Finally, her eyes rested on her cell mate. Poor little Twilight Sparkle, curled up near the projection of her friends, watched Chrysalis intently. Chrysalis could feel the princess' gaze boring into her, studying her, criticizing her. When the queen could take no more, she hissed at the princess, and barked, "What?! What is it?! Do you have a problem princess?!"

Twilight stirred, but not in the manner Chrysalis expected. The princess curled up near her friends and buried her head in her hooves. "It's all your fault," she whispered, ". . . if it wasn't for you . . . I-I'd still have my friends." Her voice trembled, almost on the verge of breaking down.

Chrysalis however, was not in the mood for such wasteful behavior. "Spare me the hoof pointing! You brought this all onto yourself. And now instead of standing up and doing something about it, you're crying in the corner, waiting to be saved. How pathetic!"

Twilight gulped. She looked up and Chrysalis saw the pony glaring at her, with a hatred that she didn't think was possible from the little pipsqueak. "What am I supposed to do? You've taken everything from me. Destroyed my home! Kidnapped my friends! You've . . . destroyed the lives of so many ponies! What am I supposed to fight back with?"

"Your soul!" Chrysalis shouted. "You fight with every damn ounce of strength that you have, because until you get what you want, nothing else matters!" Chrysalis huffed, turning back on the cell walls, she fired off another blast of magic that fizzled out upon touching the bars. "That's why you couldn't win against me Twilight." Chrysalis shouted as she shot her magic again at the cell. "You couldn't do what needed to be done! Too caught up in your precious friendship dilemmas to see what was really going on! You, Twilight Sparkle, were a lousy, sad excuse of a princess!"

"Shut-up."

Chrysalis launched another round of her magic into the cell, only to have it splash off like water. When she heard Twilight, she turned on the princess, approaching her. "Why? Did I hit a nerve?" Her voice had yet to lower. Turning towards the shivering pony, Chrysalis slowly approached. "Can't take the fact that I outsmarted you. That I bested you! Can't come to terms with the fact that friendship died a slow, torturous death at your own hooves!"

"I said, shut-up." Twilight growled. Her own emotions starting to bubble over.

Chrysalis laughed manically at Twilight's behavior. She'd never seen such a raw, aggressive display of hatred from one of the princesses. "Or what? You'll send another army of pegasi to their deaths?! Face it Twilight, you were responsible for more deaths in Equestria than I ever will be. Your abysmal leadership pitted you against both your friends, and your family! You are a failure."

A vein popped in Twilight's head. She lost control of herself and leapt into the air. Within a second, she had tackled the changeling queen. Landing on top, Twilight pummeled her hooves into Chrysalis' face. Each strike landed a satisfying blow to the queen's head. "Shut up!" Twilight shouted, bouncing her hoof off Chrysalis' temple. The queen's head bounced against the stone flooring. "Shut-up! Shut-up!" Twilight raged, closing her eyes as she beat down on the changeling like a punching bag. "It's all your fault!"

Tears streaked Twilight's face. Chrysalis was wrong. She was lying again. Her deception was known across Equestria. And yet, Twilight couldn't stop her hooves from punching the queen, couldn't stop the tears rolling down her cheeks. Visions of her friends in a solitary, dark room, broadcasted for amusement, filled Twilight's head. This wasn't her fault. It couldn't have been. If Queen Chrysalis hadn't attacked, hadn't joined forces with Day Breaker, none of this would have happened.

 _I did what I could. I protected as many as possible. I . . . I tried so hard to save as many ponies as I . . ._ Her thoughts drifted off. Somewhere along the way, Twilight had stopped punching the queen below. Somewhere along the lines, she'd grown fatigued, and was heaving for breath. Sweat dripping down her face, Twilight looked down at the queen. Chrysalis' nose was bloodied up, the blood smeared onto the alicorn's own hooves. Her body shaking from the beating she just took. Twilight herself, was trembling even more.

One thing, however, stood out to Twilight. "Chrysalis . . . are you . . . crying?"

Somehow, Chrysalis hadn't expected nor reacted to Twilight's sudden assault. She'd been caught so off-guard that she'd fallen into a stupor. "S-So what if I am!" Chrysalis snapped back, and quickly belted Twilight across the face, sending the princess reeling.

Once freed, Chrysalis rubbed the tears out of her own eyes, and noticing the blood, frantically worked to clean herself up.

"But . . . why?"

Glaring at the princess for asking such an insipid question, she said, "What? A queen can't mourn the loss of her subjects?!"

Taken aback, Twilight's energy seemingly dissipated, "W-Why? I-I thought . . ."

"Well, you thought wrong!" Chrysalis shot back. A different kind of anger roused from inside the queen. Her thoughts suddenly fell onto her changelings, and what Day Breaker had said, what must be happening to them.

"Those are my changelings out there! Expanding my kingdom! They are not for her to touch!" Chrysalis turned away from the princess, staring out into the caverns. She took in a deep breath, calming herself down. Blind rage was not helpful to her. The beating had surprisingly kicked some of that out of the queen. "I will not sit in this dungeon with my tail between my legs while they are destroyed."

* * *

Underneath a wall of rubble, Tremor gazed out over the Crystal Empire. He kept himself hidden, as he watched the Sun Flares drift through the city. Spraying the streets with both fire and magic, they attacked both pony and changeling indiscriminately. From his hiding place, he heard the terrified screams of ponies, ushering their fillies away from the city and to safety. He heard the agonizing cries of fellow changelings, brothers in arms, withering in a sea of fire.

Tremor himself, had been lucky to be alive. If it hadn't been for the little throne shard amulet that hung around his neck, he'd have been blasted away a long time ago. Glancing over to his side, he stared over the motionless body of Stinger. The changeling's body lay charred black from a direct blast of hot, magma like fire.

"Damn," Tremor cursed. He'd known Stinger for years. And though he'd tried to save his fellow soldier, Stinger had gotten broadsided as he was crawling under some rubble. The force of the blast had hurtled the changeling like a rag doll into the uneven rock crawlway. He hadn't moved since.

 _I'll have to wait until this all calms down. My queen, I pray you are safe._

* * *

"We're getting closer girls!" Spike shouted ecstatically. "The tracks will curl up past the Galloping Gorge ahead, and then it should be a straight shot to the Crystal Empire!"

Their trip since leaving the forest had gone thus far, quite peacefully. The clear, open sky was refreshing when compared to the constant overcast of the trees from before. With the knowledge and relief that the train tracks were still there for guidance, the three were able to follow the iron trail without fear of getting lost.

"Is it getting colder?" Maud asked.

"Well, we are headed north." Spike answered back, "Though . . .I don't think the temperature has dropped that much."

Maud blinked, and then glanced over to Derpy who trotted close to her side. When Derpy saw the pony waiting for her input, she let off a nervous smile and said, "Well . . . I'm fine for now . . . but it is going to get colder, I think."

"I think we've got a little way before we worry about that," Spike said, walking alongside the tracks.

While the tracks didn't go directly past the Galloping Gorge, they did circle just west of it, alongside another forest. As Spike gazed past the girls, he scanned over the forest. It was nice to know they'd have some cover to run to if things got out of control. Like the others though, he was happy to finally be out in the sunlight. _Hopefully nothing needs to change that._ He thought.

"What's our plan when we get to the Crystal Empire?" Maud asked. Her mind quickly returning to rescuing her sister, and the others.

"Well, I suppose the first thing we'll do is talk to Princess Cadence." Spike explained. "After that though . . . it's hard to say. I guess it'll depend on what she says."

Maud nodded. She hated not having an exact rescue plan in place, but she couldn't rightly blame Spike for that. He was doing everything he could just to get them there alive.

When Maud didn't respond, Spike turned his attention back onto the path ahead. He knew she was worried about her sister. He knew how close the Pie family was. Unfortunately, Spike couldn't give a better answer until they spoke with Princess Cadence. It broke his heart to leave the pony hanging, but what else could he say?

Glancing over to Derpy, he found the pegasus in a similar state of silence. She probably had friends or family too that were missing.

As Spike and the other two rounded a corner, a strange looking something slowly came into view. At first, it appeared to be a clump of junk scattered off to the side of the tracks. At first, Spike didn't know what to make of it, and considered ushering the two ponies into the woods in case it might be a trap. But as they drew closer, the clump of junk grew, and stretched out along the tracks; almost as if something had tipped over.

That's when Spike realized what they had come across. "The train," he whispered. Running as fast as his little dragon feet could carry him, Spike sped out past the other two. His heart pounded in his chest. _No! No! No! Please don't be . . ._ Spike prayed, but as he stumbled upon the twisted and cracked metal, he knew that it was.

The Friendship Express lay derailed across the side of the tracks. Windows smashed, cars flipped over and lay asunder. The smoke stacks were broken and bent. Luggage and clothing carpeted over the grass amongst the ruins. Sprinkled around the train, to Spike's horror, were bodies. Motionless, withering, bodies. The odor of scorched cotton, and hot metal drifted through the air.

"No. What . . . But how?" Spike was at a loss for words.

When Derpy and Maud finally caught up with Spike, both stopped. Derpy shuddered when she saw the train, a chill running down her spine. She began to hyperventilate. The train, they'd made it this far, and yet . . . the changelings still came for them. "I . . . I was supposed to be on this train." She whispered. The others looked over to her, but Derpy couldn't remove her gaze from the wreckage. "I was gonna be placed onto this train, but . . ." and her voice trailed off.

"What should we do?" Maud asked. The sight of the carnage had terrified her as well. If the changelings were willing to do this to a mere train of innocent ponies, she could only imagine what they'd do to her sister, and the others. But then, Maud noticed something. She stepped towards the rubble, ignoring the questioning of her two friends.

She'd spotted something that didn't quite fit with the rest of the debris. Pushing away a jagged slice of metal, Maud unearthed a dead changeling. It lay sprawled out in the grass. It's emerald eyes lifeless and blank. Its mouth lay open, with a small pool of dried blood below. When Maud heard the slow footsteps of Spike and Derpy, she asked, "You think they fought back?"

Spike grimaced, nodding. "I-I guess."

Upon further inspection, Maud noticed a rather unusual burn streaking across the creature's side. Considering the damage to the train, maybe it wasn't that strange. As she dug deeper, she unearthed body after body. Some changeling, and some pony. The bodies intertwined among the wreckage, limbs broken out in all directions.

Maud turned to comment on this disturbing discovery but found Derpy going into shock. _She shouldn't be seeing this._ Walking over to the pegasus, the earth pony guided her friend away from the wreckage. Derpy said not a word as Maud steered the two away from the train and towards the forest on the other side of the tracks. "Are you alright?" She asked calmly, when they'd travelled a good distance from everything.

"I-I was going to be on that train," Derpy repeated. Her eyes almost bulging from her head. She hadn't anticipated this. Some of those ponies in the wreckage, she'd known. She could've said their names, listed off their addresses, and the contents of their daily mail. She knew those ponies. "They were loading me up . . . in Ponyville . . . I was going to be on that train. I could be . . ." Derpy teared up. She'd been an inch from death and she hadn't known it.

"But you're not," Maud said. "You're here. With us." Maud caught Derpy's gaze, and said, "You're going to be okay. Spike and I will protect you, just like you've protected us."

Derpy blinked out a couple of tears. "Promise?"

Maud smiled. "Pinkie Promise."

The words brought somewhat of a smile across Derpy's face. Something Maud was more than happy to see again. Looking back, she found Spike digging through some of the debris. It wasn't a bad idea to look. Perhaps they'd find weapons, clothing, or food. The three had been scarce on all of those things.

"Why don't you stay here and keep watch? Spike and I will check the train."

"A-Are you sure? I could . . ."

"I'm sure." Maud reassured.

When Derpy finally nodded in agreement, Maud leaned in and hugged the pegasus. Derpy had done so much for them already. Maud couldn't imagine what the mare had gone through in Ponyville and Cloudsdale. If she needed a bit of extra support, then she would have it.

Giving one last look at Derpy, Maud headed back to Spike. "Find anything?" She asked.

"Not much. Well . . . you know . . ."

Maud only nodded.

"Is Derpy okay?"

"She'll be fine. I placed her on guard duty." Maud kicked over some twisted metal. She uncovered the remains of yet another changeling with the same weird burn marks. Ignoring it, she said, "I know I asked this before. But what happened to Derpy?"

Spike shuffled through a few papers that he'd discovered. They were lists of ponies supposedly on the train. "I don't know exactly, but, she was on the mission to Cloudsdale. She was also one of the last ones to come back. Supposedly she saved Scootaloo from a bunch of changelings but . . ." and Spike spotted the young filly's name on the sheet of paper. Glancing around, he tried to spot even the faintest signs of survivors. "she was seriously hurt and spent most of her time in the hospital. Even then, she didn't say much. Slept most of the time she was there."

"We have to get her to safety."

"Yeah, and her wing isn't getting any better. At least it doesn't seem to bother her anymore."

Maud nodded, and then continued to search the scattered remains in silence.

Standing watch, Derpy shuddered. "Guess I'm not much help." Turning back, the pegasus stared out over the forest. She watched the wind blow softly through the branches of the trees. She watched the birds and small woodland animals drifting in and out amongst the leaves. Another peaceful sight next to tragedy.

 _It was just like Cloudsdale._ Derpy thought to herself. Images of the broken ponies filled her head. The commander who lost his life, Piercing Wing, and the other soldiers, they'd laid strewn about the heavenly city just like the ponies from the train. Her heart pounded in her chest recalling the suction those monsters had on her love, on her life. Her hooves trembled at the memory, and she glanced down at her wing. How much longer could she go on like this? She was limping by as it was. _Sooner or later I could . . ._

A sudden rustle in the brush ahead caught the pegasus' attention. She cocked her head back up to the forest and spotted the strangest thing. A pony stood at the edge of the trees, watching her. It stood tall, probably with the same height as Luna or Celestia. However, she couldn't make out the color of its body. All she could see was a silhouette. Derpy's heart pounded in her chest. Was this a survivor from the train? Or was it a changeling in disguise?

Taking a step back, Derpy jumped when the pony in the forest took a step forward. It came out into the light, but its fur didn't change. Derpy did however see wings, and, was that a horn? _But that would mean . . ._

A hot blaze of fire erupted from the creature's horn and Derpy dived out of the way at the last second as the twister of fire shot out overhead. _Not good! Definitely not good!_ Derpy scrambled up to her hooves, watching the black, ash-like creature hover towards her.

Derpy screamed out, "H-Help!" as she galloped hard back towards the train. Her hooves beat hard against her body as another roar of flames bellowed up from behind. "Help!" She shouted again, her brain unable to keep up with the what was going on. She wished to shout something more useful, but nothing else came to mind.

Maud's and Spike's heads shot up at once and saw the charcoal monster closing in on Derpy. Spike, having overheard the discussion between Twilight and Chrysalis, and also Scootaloo's account, knew exactly what that was. "S-Sun Flare . . ." he whispered.

"What?" Maud asked.

"Sun Flare!" Spike shouted, and when Derpy leapt on over to them, Spike merely added, "Run!"

Maud scooped up Spike onto her back, darting around a flipped over train car as the Sun Flare fired off another round of magically charged fire. The earth pony dodged out of the way, hurtling behind the nearest train car with Derpy. She glanced back finding Spike dazed but alright. "What do we do?" Maud asked.

Spike didn't respond, only pointed. Maud turned in time to see a wall of metal melting. Not from fire, but instead melted from the Sun Flare passing through car like a ghost. Its black, charcoal body scalded the walls of the train car, peeling the metal back.

Forced to abandon their hiding spot, Maud galloped with Derpy back around to the other side of the car. She hurried back over, mind racing with what to do.

"Look out!" Derpy cried and shoved Maud to the side. An inferno passed between them.

"Your bag!" Spike cried out, beating out a small flame that had spread onto Maud's satchel. She looked back in time to find some of her hornfels and other supplies dropping out of the holes burned into the pockets.

 _There has to be something!_ Maud cursed to herself. She hated this helpless feeling of running and dodging over and over. Her sister was in danger for Celestia's sake, not to mention Derpy and Spike. She was not about to be beaten here, not when they'd traveled so far already. "How do we fight it?"

"I-I don't know! We never figured that part out!"

 _Then we'll fight fire with fire._ Maud thought, and then turning to Spike, she said, "If I get close, can you breathe fire on it?"

"Y-Yeah I think so but . . . will that even work?"

Maud glanced up and saw the thing hovering down towards them, trying to cut off their escape route. "It's worth a try." She said.

Spike nodded and held on as Maud galloped full force towards the Sun Flare. The thing's eyeless face seemed to mock them with how it waited. Was this a trap? Maud had no way of knowing. _Please, let this work!_ Maud prayed and pulled up just shy of the Sun Flare.

Spike stood up on Maud's back and with a quick inhale, he exhaled a wave of green fire onto the creature. The blaze engulfed the Sun Flare, thick black smoke billowing up from where it'd once stood. When the dragon could no longer keep his flame going, he extinguished his breath and watched with Maud and an approaching Derpy for any signs of the beast.

"D-Did it work?" Derpy carefully asked, finally joining the other two.

"I-I don't know." Spike said, and he leaned in on Maud's shoulder to get a better look. The smoke had piled so thick that they couldn't make out whether or not the creature was still standing. Just for precautionary sake though, Maud took a few steps back. If this was a trick, then she didn't want to be face first with another blast of that fiery hell.

A glow of green eventually shone through the smoke. The three watched in horror as the Sun Flare hovered through smoke, unscathed from Spike's blast. "N-Now what?" the dragon asked.

"Uhhh guys . . ." Derpy said, and when the two turned around, they found another Sun Flare staring at them.

"A distraction." Maud said. The first one didn't attack so the other could sneak up and pin them down. How had she not realized this?

"What do we do?" Sweat poured down the pegasus' face. She'd spent so much energy running from one, she doubted she had enough strength to run from two of them.

Silence was the only response. No pony had an answer. Spike couldn't just breathe out his fire again, not without opening themselves up to an attack from the other. Not to mention the fact that it didn't seem to have any effect. Maud didn't have anything up her sleeves. And if she did, she probably lost it through the new hole in her satchel. Derpy, well, she was just praying someone else had an idea.

The horns of each of the Sun flares lit up with magical energy. Both of them preparing another attack, one that would finish off the trio. Maud snuggled up close with the other two. There was nowhere to run from this. Feeling Spike clinging to her leg, and Derpy's good wing wrapped around her back, Maud closed her eyes as the dark green magic burst out from each of the monsters' horns.

Nothing. Maud waited. Still, nothing. No impact. No burning. No screaming. The earth pony blinked her eyes open and found the three of them surrounded in a dark blue, magical barrier. Maud took one step towards it and a voice echoed, "Stay put!"

She turned towards Derpy and Spike who both were equally confused.

"Over there!" Spike shouted and pointed at a hooded figure chasing around the Sun Flares.

Maud stared after the figure, the pony she assumed, who was deflecting the blasts of magic with spells of their own. Fire reigned down from the sky as one of the Sun Flares blasted down at the figure, while the other dodged around them.

The figure only stood and threw down some form of pellets. The pellets exploded into bursts of thick smoke. The smoke screen provided enough cover for the cloaked pony to safely evade the attacks of the two Sun Flares.

Maud, along with the others were lost in a stupor when their barrier suddenly vanished. Before anyone could so much as mention it, the cloaked pony appeared before them. "Quickly, we must go!" She said. It was certainly a she.

Lifting the three up with magic, Maud had only the opportunity to ask, "Where?"

"Away from here," was her response. And with a loud CRACK of the pony's magic, the four of them vanished out of the Sun Flares' deadly reach. Gone.


	22. Chapter 22

Hey everyone! I hope you all are enjoying the story so far! It has been quite a long road, and we've still got a little ways to go. This chapter though plays a very important part in what is to come. It's one I've been looking forward to writing for a long time now. So I do hope you all enjoy it. And if you're able, please leave a comment/review to let me know how the story is going. Thank you so much for reading!

 **Chapter 22**

Spike opened up his eyes. A headache pounded against his skull, causing the little dragon to let out a groan as he got to his feet. Squinting, he took in his surroundings and realized he was in another forest. "W-What happened?" He asked and taking only a couple steps, almost tripped over something.

"Derpy? Maud?" Spike asked, finding both of the ponies laying on the ground. Fortunately, when Spike had said their names, the two stirred and sat up. From the pained looks on their faces, he assumed the same dizzying headaches had infected them as well.

"Where are we?" Derpy asked.

"And who was that pony?" Maud chimed in.

"I wish I knew." Spike answered in earnest. "But we better figure out where we are, or we'll never make it to the Crystal Empire."

Sticking close together, Spike and the ponies slowly explored through the forest. They searched for anything that might indicate a location. Not one word passed between them, as they had no guarantee they'd actually escaped the Sun Flares. For all they knew, that phantom pony had merely teleported them into the forest that laid across from the overturned train.

A rustling from the bushes ahead caught their attention and Maud quickly pointed. "There."

Spike and Derpy both looked over in time to see the cloak of their mysterious savior. The pony disappeared further into the forest. Maud didn't wait to ask, and instead rushed out ahead towards the movement.

Spike had wanted to holler after Maud, warning her that it could be a trap. However, she moved too quickly for him to even form the words. He just shrugged at an equally worried Derpy and said, "Come on. We better go after her!"

Nodding, Derpy followed Spike through the trees. She galloped as hard as her hooves would allow. Her wing dragged at her side. Between the dizziness from whatever had happened, to the exhaustive running, Derpy quickly fell behind on her run. Her body was finally starting to give out, and before she could catch herself, Derpy tripped over a rock protruding from the ground. She rolled over onto herself and right into a nearby tree.

Upon hearing a crash, Spike turned and rushed over to the pegasus' aid. "You alright Derpy?"

The pony nodded sheepishly. "I'm . . . okay. I just can't run anymore . . . I need to stop." She gasped.

Spike turned. He saw Maud several feet ahead, staring at a large tree, with a door on it. Was this where their mysterious pony had lead them? Jars and pouches of strange liquids and powders hung from the few branches that rippled off the tree's trunk. A couple indigenous masks were scattered about its doorway.

"Zecora's." Spike said, realizing where they were. "We're back in the Everfree Forest!"

"B-But . . . how will we get to the Crystal Empire now?" Derpy asked.

Spike looked from pegasus to earth pony. They were both watching him, waiting for some kind of decision. He was the appointed leader after all. But he didn't know. He didn't know how or why they'd suddenly been pulled all the way back to the Everfree Forest, much less how they were going to get back to the Crystal Empire. "I-I don't know." Spike finally said, plopping down into the dirt. "We . . . We should probably find out why we were brought here first." He said.

Maud watched the dragon's drooping face. She glanced over and found Derpy finally up from her little collision with the tree. They needed answers. And they needed them now. Taking a deep breath, she turned and approached the door, putting up a hoof to knock.

"Maud! What are you doing?" Spike said. "What if there's changelings in there?"

"We have to know." Maud said, and knocked on the door three times.

At first, there was nothing. Not hoof steps clambering to the door, nor voices calling from within. Silence was their only answer. Determined not to give up, Maud pounded on the door once more, with more force. Someone had to be here, or else why were they brought all this way?

No pony answered and Maud was about to strike the door again when it opened up. A long spear thrust out and Maud jumped backwards from the pointed tip, narrowly avoiding having herself skewered.

Both Spike and Derpy bolted over to Maud for support. They stopped at seeing a pair of furious blue eyes glaring at them from within the shadows of the open doorway. "You rotten changelings have come back for more! What great courage you have to come knocking on my door!"

"We're not changelings." Maud said matter-of-factly.

"Zecora," Spike said when he saw the terrified zebra, "you have to believe us! We were on our way to the Crystal Empire, when something brought us here!"

Zecora stared them down, not giving an inch. "I've seen this trick a time or two. Do you have any proof that would make me believe you?"

Maud stared over at Spike and Derpy. She certainly didn't know Zecora, so there was nothing she could say to convince the pony. Derpy too, while having delivered a few packages out to Zecora during her time, didn't have anything she could use to prove her identity. She turned to Spike, hoping the dragon had some kind of plan to handle this.

When Spike felt all eyes on him, he began to panic. Something to prove their identity? Like what? It's not like ponies ran around Equestria carrying ID cards. And it's not like he'd spent a lot of time out here in the Everfree Forest. Hell, the only thing that came to mind was when he grew several stories tall from greed and . . . _that's it!_

"I have proof!" Spike said. "You helped me a long time ago." Zecora only nodded expectantly. "On my birthday, ponies kept giving me stuff. I was really happy at first but, eventually I got greedy. I started taking things that weren't mine and . . . and I turned into a real monster. I almost destroyed Ponyville. My friends . . . they went to you for guidance and . . ."

Zecora pulled her spear back, satisfied with the evidence that she'd heard. "Do not fret Spike and say no more. You and your friends may rest from this war." Then stepping aside, Zecora opened up her door, allowing entry for all three of them.

When Spike, Derpy, and Maud stepped inside, they looked around the small hut in surprise. Scattered around the zebra's house, several fillies were resting. Curled around her cauldron, or huddled up under a shelf of pots, they snuggled close to one another for warmth and safety. They were survivors. Probably from Ponyville, maybe from the train?

"These fillies came to me all of a sudden, out of the blue. They are survivors from this war, just like all of you." Zecora explained.

"Spike! Derpy!" Came a voice from the other side of the hut. When the two turned, they found both Scootaloo and Sweetie Belle galloping at them. Before either could react, the two little fillies had tackled their targets in an energy filled embrace.

Maud and Zecora stepped aside just in time when the actual tackle happened. Still, the smiles that the two wore over their faces soothed Zecora's heart. Having just a shred of joy in this hut after everything that has happened was something of a relief for her.

"How'd you girls get here?" Spike asked. "Weren't you on the train?"

Sweetie Belle nodded. "We were."

"And then they attacked," Scootaloo said. "the changelings . . . and those things . . ."

Spike nodded, knowing she meant the Sun Flares.

"But then . . . some pony saved us." Sweetie Belle chimed in. "But, we don't' know who."

"We were saved by some pony too." Maud said, and turned to the zebra. "Who is she?"

Zecora, well aware of the mysterious heroine bringing ponies to her door, could only say, "Of her we do not speak. She keeps to herself and is one who is quite meek."

"Where's Twilight, Rainbow Dash, and the others?" Scootaloo finally asked.

"Yeah . . . and Rarity?" Sweetie Belle added.

Spike, Maud, and Derpy were silent. None of them knew how to respond to that question. That silence out onto the two fillies. The answer was obvious. Both Scootaloo and Sweetie Belle hung their heads. "Oh . . ." was their only response.

"A-And Apple Bloom?"

"We . . . we just have no way of knowing." Spike said.

"We were heading to the Crystal Empire," Derpy said, "to get help, but . . ."

"We have to go back." Maud said.

Zecora however, being familiar with the situation up north, shook her head. "The Crystal Empire is a dangerous place to be. It has been captured by the enemy."

Spike's mouth dropped at this announcement. The one place that they had to go for backup and safety, was gone. "But . . . then we have no place to go!" He said. Dropping onto the floor, he scanned through his head for ideas of where to head next, of what to do. Nothing came to mind. "How are we supposed to help Twilight and the others now?"

Derpy turned to Zecora. "Are you sure the Crystal Empire is gone?"

The zebra only nodded.

Zecora watched the three painfully. They must've been doing everything in their power to seek out the help needed for rescuing Twilight and the others. To come up short, she could only imagine how the three of them must've been feeling. When the two fillies attempted to comfort the three, Zecora stopped them. Spike, Maud, and Derpy needed a bit of space. Sending the two off to watch over some of the others, Zecora said to Spike, "Maybe for now you all should rest. Taking a break from your journey, I think it'd be best."

"I suppose . . . maybe we should stay here for a bit." Spike finally said. He stood up and glanced over the hut once more. It'd been ages since any of them had had proper shelter. Zecora looked to have plenty of food as well, which Spike was sure Maud and Derpy would be happy to dig into. Speaking of Derpy though, the dragon noticed the pegasus leaning up against a wall, breathing heavily.

"Derpy, are you okay?" Spike asked, garnering the attention of both Maud and Zecora.

Derpy only smiled. All the running around and stress on her body had caught up with the pegasus. Now that she actually had a decent time to sit and rest, she felt a burning fever taking over her. Sweat dripped down her face, and Derpy half smiled at her friends. "I'm alright," she said, "I think I just need some rest."

"Derpy was seriously injured back in Ponyville. She injured her wing, and maybe her leg," Maud explained to the zebra. "We never had a chance to properly treat her. Is there anything you can do?"

Zecora stepped over to the pegasus, closely inspecting every inch of Derpy's body. She felt the mare nervously avoiding eye contact as she brushed her hoof over the wings. Zecora then stroked over each of the pony's legs, noticing small twists and fractures that Derpy must've been dealing with for quite some time. Some of her injuries even appeared to be healing in a somewhat harmful fashion.

Leading the gray pegasus over to an empty bed, Zecora immediately began fumbling through bottles and jars of medicines and tonics for the appropriate blend of ingredients. "I'm afraid the damage to her body is quite severe." Zecora said, "But I can fix her up, so have no fear."

Spike released a sigh of relief. "Thank Celestia."

"What should I do?" Derpy asked, her voice starting to grow weaker.

"Just rest. Zecora'll take care of you." Spike said. Sitting at their friend's side, Spike and Maud watched over Derpy until the given medicine placed her into a deep sleep.

* * *

Chrysalis sighed as she studied the magical aura surrounding the cage Day Breaker had tossed her into. It glowed a deep red whenever she activated any type of magic. Otherwise, the aura fell into a sort of hibernation. _So, it only activates on the detection of magic._ Chrysalis thought to herself. An ingenious idea that conserved magic. "There has to be a way to . . ." her voice trailed off into thought.

"There isn't a way, or else I would've found it." Twilight said, matter-of-factly.

Chrysalis growled as Twilight went into a tangent of all the different spells she'd tried on it. _I don't care you stupid child of a pony._

Chrysalis had seated herself far away from the princess for a reason. That pesky Twilight had watched her like a hawk since being dumped into this prison. Not a moment's rest from the alicorn's gaze. Chrysalis had considered just sapping the mare's love right then and there, but the princess may still prove useful. She had to bide her time, for the moment anyway.

An idea springing to mind, Chrysalis lit up her horn with magic and blasted at the barrier once more. As expected, the blood red glow of magic thrusted over the bars, bouncing the queen's spell back into the cage. The explosive sound of her magic reverberated through their prison, sending sparks flying up at both of them.

"H-Hey! Just what do think you're doing?" Twilight shouted.

"Shut up!" Chrysalis barked.

Then turning her attention back to the barrier, she shifted towards a new strategy. Firing a slow, steady stream of magic at the barrier, Chrysalis focused her output on a single point. The barrier pulsated, glowed, and sparked, forcing back her beam of energy. Chrysalis however, did not give up. She concentrated her magic, gritting her teeth as she increased the output, but kept her magic probing at the barrier like a needle. _If I can just pierce it . . ._ To her surprise, the barrier flinched and for a moment, her magic had poked through.

The red forcefield closed up on Chrysalis and actually fired back at the changeling. She had to hit the dirt to avoid being struck with a ball of sparking energy the size of her head. Chrysalis turned in time to see Twilight duck out of the way, leaving the burst to explode against the other side of the cage.

 _Not enough . . ._ Chrysalis cursed to herself.

"Just what the hay do you think you're doing?" Twilight shouted once more, this time leaving the warmth of her friends' projection and trotting on up to Chrysalis. "Trying to get us both killed?"

Finally turning on the princess, Chrysalis said, "I was trying to get us out. Well, trying to get myself out . . . you can rot in here for all I care."

"You do know that trying the same thing over and over again is the very definition of insanity, don't you?!"

"Then please princess, tell me your master plan for getting out of this mess. I for one, would certainly love to hear it."

Twilight fumbled with her words, her voice softening. "I-I don't have one."

"Of course you don't." Chrysalis said and started walking towards the princess. Twilight actually backed up, a hint of fear showing in her eyes. "You've given up. You've resigned yourself to dying in here."

Determined to put this pathetic pony in her place, Chrysalis changed form, taking on the appearance of Rainbow Dash. The move stunned the princess, her eyes opening wide in shock. "Just what kind of friend are you Twi? Giving up on us that easily?!" Chrysalis said with Rainbow Dash's lips. "We fought for you. We bled for you. Some pony locks us all up and that's it?!"

"But I can't do anything like this!" Twilight argued. "I'm sealed in here, away from my friends! There's nothing I can do by myself. But Spike . . . Spike is still out there."

At hearing those words, Chrysalis altered her form once more, taking on the shape of Twilight's little pet. "And when I'm captured? What are you gonna do then? Have you even thought about it?" Chrysalis asked with the dragon's voice.

"Spike won't get caught. I can count on him." Twilight said.

The squeak in the alicorn's voice did not go unnoticed as Chrysalis approached the princess in her lil dragons' form. "But I don't have any magic. I can barely breathe fire. Just what are you expecting me to do?"

"I-I . . . I know you'll be able to think of something, Spike." Twilight said without thinking.

Scoffing, Chrysalis reverted back to her original form, towering over Twilight. "That's wishful thinking at best."

"Then . . . what would you do?"

Chrysalis exhaled. She turned back towards the part of the cage where she'd been experimenting with her magic. "I need more power to get out of here. I have some, but it's not enough. However, . . ." and the queen glanced back over at Twilight, "if a certain little princess could lend me some . . ." Delighting in the horrific realization that spread over Twilight's face, Chrysalis smacked her lips together for effect, eyeing the alicorn like a piece of meat. "The increase in power may be just enough for me to get us out."

Twilight instinctively stepped further away from the changeling. "No. You're not going to trick me again." Feeling as though Chrysalis might pounce on her, Twilight readied her magic, the barrier activating and illuminating their prison in an eerie red glow.

"Please . . ." Chrysalis shot back. "As much as I would enjoy emptying you of your love Twilight, it would be detrimental to my plan. You see, as much as I hate to admit it, as much as the very notion makes me want to puke . . . I need you."

"What?" Twilight's fight vanished instantly, and the red aura dissipated once her magic was no longer detected. "You . . . need . . . me?"

Chrysalis nodded. She'd come to understand this when Day Breaker had tossed her into this cell. _I'm not enough to save my kind. I'm not good enough._ Taking a deep breath, the queen explained, "With Day Breaker's power, I doubt I'll have enough magic, even with yours, to defeat her. That's why . . . we'd need the Elements of Harmony."

Now, Twilight was curious. She took one step towards Chrysalis, just one. Her voice quivered from the thought of entertaining the changeling's idea. "If I did let you . . . you know . . . then what would you do?"

Chrysalis smiled on the inside. She had Twilight's curiosity. Not that her plan was a farce, it was all she had. Chrysalis truly hated her idea, but if she could get Twilight on board, then maybe, just maybe, there'd be an opening down the line.

"We'd release your friends. I know where they are being held. Then, we'd obtain the Elements and I would assist you in defeating Day Breaker."

"This seems almost too good to be true." Twilight said. "What's in it for you?"

Chrysalis simply shrugged her shoulders. "Nothing. At this point in time, I don't even know if there are any other changelings alive. I'd be forced to grab whatever's left of my forces and retreat. The six of you'd be free with the Elements . . . and Celestia would be back. What choice would I have?"

Twilight considered the plan. Teaming up with the changelings on the surface sounded like the mother of bad ideas. _But, it may be my only choice._ Twilight stepped back over to the projection of her friends. She watched their chests rise and fall with each breath. None of them moved, only twitched with the faintest signs of life. "I can't. I cannot trust you. You've taken advantage of me before." Twilight finally said, looking up to Chrysalis. "I'm sorry about your subjects Chrysalis. But I will not be tricked by you again. I . . . no, we . . . we will wait for Spike."

Chrysalis had expected as much of a response. Still, the fact she'd gotten the alicorn to even consider her idea was a success in and of itself. And who knows, Twilight's mind could still be changed. For now, the queen would have to tolerate the goody two shoes princess. "Very well Princess. Whatever you say."

* * *

Maud sat in the hut, playing some tunes on the few hornfels that had survived the run-in with the Sun Flares. She didn't have the full range of notes as before but could play some simple songs to keep the fillies entertained. It provided some relief for the young ones, and for Zecora, who had struggled to foster any kind of hope among the children.

Still, even as Maud played, she couldn't help but notice Spike who sat across the room from her. He stayed seated at Derpy's bedside, eyes staring off into space. Maud knew exactly what he was thinking. She knew, because the same thoughts had piled into her head as well. What should they do now? Should they make a run for Canterlot and hope for the best? And what about Derpy?

The pegasus had only tossed and turned in her sleep after being administered the medicine. Maud hadn't realized just how worn out the pegasus was until now. Her heavy breathing, the cuts and bruises on her limbs, Maud just couldn't believe it. How had Derpy survived all of this?

 _She's tough._

Able to keep her hooves tapping away at the rocks, Maud sighed. She almost felt as though her sister were slipping away from her. Her whole family of friends that she had built up over the past several years were dying; and she could do nothing for them. _Things shouldn't be this way. It's not fair._

Suddenly, Zecora stepped up to Maud and the fillies that were gathered around her. The zebra smiled kindly down at them, and it was then that the earth pony realized she'd played through the day. Dusk had settled in over the land.

Zecora leaned in and said to the fillies, "The day is done and it's time for sleep. We must all get rest, for our health, we must keep."

Without a single argument, Scootaloo, Sweetie Belle, and the others nodded obediently and hurried off to their little make-shift beds of straw and grass. The zebra was clearly unaccustomed to sleepovers.

Taking the time to put her rocks away, Maud ran a hoof through the ripped hole in her satchel. She glanced up when she noticed Derpy stirring on the bed. "Is she going to be okay?" Maud asked Zecora.

The zebra smiled at her, and said, "The worst is over and she just needs to heal. We'll let her sleep the night, and then see how she feels."

Sighing, Maud said, "Thank you. I don't know what we would have done without you."

"These are difficult times, and we must stick together. But don't you fret, for after a storm, comes far brighter weather."

At that, Zecora stepped away to help some of the fillies. Maud moved over to Derpy's bed and to Spike. She only nodded at Spike, who wasn't in a very talkative mood. Derpy on the hoof, had tossed and turned herself out of sleep, but only just. Her eyes fluttered open and closed as she whispered, "M-Maud . . . what are we gonna do?"

The earth pony shook her head. "I don't know."

Derpy nodded, her face troubled.

"Would you like sleep with Boulder?" Maud asked. "I'm sure he'd love to help you get better."

Derpy smiled. She was growing quite fond of that rock. "Sure."

Digging around in her satchel, Maud searched for her companion. She dug through each pocket, becoming slightly worried when he failed to show himself. Starting to sweat, Maud opened up each and every pocket in her satchel and dumped its contents onto the floor. She sifted through the piles of rock, tools, and cloths. No Boulder.

Her eyes scanned back and forth amongst the satchel, searching for any pockets she may have missed. Then her eyes laid down on the pocket with the hole. Stopping, she placed a hoof through the hole and pulled it out. The rip was plenty big for her Boulder to wander on out. "He's . . . gone."

"Oh . . . he is?" Derpy asked, seeing the pain in Maud's eyes. To any other pony, Maud only would've appeared to flinch. But for Derpy, that was somehow enough. "You think . . . he's back by the train?"

". . . probably."

"W-We have to find him!" Derpy said, trying to sit up. "We have to save Boulder!"

Quickly pushing Derpy back into bed, Maud smiled at her friend's determination. She wanted more than anything to go back and rescue her pet, but such a risk just wasn't worth it. "You need to rest for now. We . . . We can't go back there right now."

"B-But . . ."

"We have to focus on saving the others. It's what Boulder would have wanted."

Finally, Derpy relented and laid back down. Maud closed her eyes, wishing she could have noticed her little rock jumping out of the satchel. She would've scooped him up had she realized it. Turning to Spike, she saw the dragon nod his head with a sympathetic smile. Spike knew just as well as Maud that they couldn't go back. Who knows when they'd be able to travel back to that area. If the Sun Flares and Day Breaker had taken over the Crystal Empire, then north was the last direction they wanted to be heading.

Maud needed to clear her head. She felt so cramped up and claustrophobic. Standing up, she stepped out towards the door.

"Where are you going?" Spike asked.

When Maud found not only Spike and Derpy's eyes on her, but also Zecora's, she said, "I'm stepping out. I need some air." She waited for Zecora to stop her. She knew full well the dangers of going outside, but when Zecora nodded her head in approval, Maud opened the door and walked out.

When it slammed closed, Spike hurried over to the zebra and asked, "Shouldn't we keep her inside? What if there are changelings out there?!"

"We have no worries with our safety tonight. Our guardian is near, and if we need, then she will fight."

"Okay . . . if you say so." Spike said and then slumped back over to Derpy's side. He saw the worry in the pegasus' eyes, but he really didn't have anything more to say other than, "she'll be okay. Go on, you better get back to sleep."

Derpy sighed, rolled over in her bed, and tried. Her wing was now wrapped in gauze, awkwardly pressing against her side. _Maud . . . stay close._

* * *

By the time Maud had stepped outside, the sun had long since been buried under the horizon. The cool night air blanketed over the Everfree Forest, with the waning crescent moon acting as a night light. Everything was much quieter, with only the chirping of the occasional cricket to break the silence.

 _What are we going to do?_ Maud thought to herself, exploring around the grounds surrounding Zecora's hut. _How will we rescue the others?_ The questions drifted into the earth pony's head one after another. With Derpy recovering from her injuries, and Spike being just as lost as herself, what could they do? Maud considered making the trek up to Canterlot herself. If she did that though, then what? Almost certainly, there'd be more of those Sun Flares waiting for her. That didn't even account for the changelings that would be backing them up, not to mention the two creatures behind it all.

Maybe if she could sneak in, free the others, then let them handle everything. That could work. _Assuming they're still around . . . if they would be dead. . ._ Maud shook her head. She couldn't allow herself to think that way. Now was not the time to lose hope. _But . . . it's possible._

Walking a bit further away from Zecora's, Maud discovered a narrow dirt path that led into the forest. Similar to the nature walk Fluttershy had taken her on when they first met, Maud started down the path and into the forest.

Following the path into the woods, Maud soon lost sight of Zecora's and the sounds of various animals could be heard rustling to life. Some hooting, others gnawing, and even a few growls. None sounded as though they were near, but with one wrong sound, the hungry ones could come running.

The earth pony was about to turn back when she stumbled across a small clearing. Surrounded by a patch of blossoming Datura, a sparkling pond lay in the middle under a tall weeping willow. A collection of rocks imbedded in the dirt made for an uneven stone path into the little garden-like area. What caught Maud's attention the most however, was the figure laying underneath the tree. It was the same pony that had rescued them from the train. She just sat there, watching the couple fish in the pond that would entertain her.

Taking a step forward, Maud stopped when she noticed a rather strange collection of golden dust scattered across the rocks. Inspecting some of the dust that stuck to her hoof, she gave it a smell, and then the old lick test. From her studies in college, the earth pony recognized the substance almost immediately.

"Who are you? And what are you doing out at this hour?" The pony asked from under the tree. She'd noticed Maud, and now studied the pony's every movement. "You should realize how dangerous it is to be wandering on your own."

Maud slowly stepped forward, trying to discern the pony's identity. "I'm just taking a walk. Needed to clear my head."

"These are difficult times. I can sympathize with the despair you must be experiencing." The figure said, "But you place yourself at risk by stepping out at night."

"Then why are you out here?" Maud asked.

"I'm . . ." The pony let out a sigh, "doing this is all I have left." She answered back, nodding her head in the direction of Zecora's hut.

A silence fell between them as Maud studied the figure before her. She recognized this pony, if not by her voice, then by the dust scattered around and on her hoof. "You're Princess Luna, aren't you?"

The pony stopped. For a moment, she had no words for what Maud had said. "How . . ." and thinking better of herself, the pony asked, "What makes you think I am Princess Luna?"

Maud simply held up her hoof where some of the golden dust still clung. "Not many would be familiar with Midnight Ash. It's been banned from Equestria for over a hundred years." Maud knew plenty of the substance. She'd written more than a couple of papers on the elements used to create it.

"But how does that make me . . ."

"It was used back in the old wars. Soldiers would rub it in their eyes, and they could avoid sleep for weeks. Helped with guarding their posts." Maud watched as the other broke eye contact, and instead focused her gaze on some nearby flowers. Maud only continued. "To the soldiers, it was known as Luna's Blessing."

The pony sighed. She'd been caught. Luna lifted off the cloak that clung to her body. "You are quite observant. Yes, I am Princess Luna." She said. To think, she was found out by probably the one pony who had knowledge of her ancient concoctions.

Maud though, was quite astonished with the condition of the princess. Her fur had faded. Despite the magic sand she used, bags hung under her eyes and her movements were unsteady. _Did she really save us?_ Luna appeared so frail that the earth pony thought the princess might shatter if she tipped over.

"Why aren't you in Canterlot? Why haven't you stopped any of this?" Maud asked.

"I've tried." Luna said, as she recollected everything that had happened over the past few months. From working with Twilight to save Moon Dancer, to the corruption of her sister, and the rise of Day Breaker. "Believe me fair pony, I've tried so hard. But I hardly have the strength for magic anymore. What I did to protect you and the others is all that I have. So much has been taken from me."

Maud took a seat across from Luna, gazing into her reflection in the pond. "We've all lost things important to us. That's why we must fight to get them back." Maud could see the fear in her eyes, the fear of losing her sister. "I can't stop until I have my Pinkie Pie back."

Luna glanced over at the other when Pinkie's name was mentioned. Clearly the pony that sat beside her was a friend of Twilight's, and a friend of the other five. Her heart grew heart grew heavy as she studied the stoic pony. "I am terribly sorry for your loss young one. Like you, I have lost those who were close to me. I fear that . . . I may never see my sister again."

"You talk like they're already dead." Maud said, holding her breath at what Luna might say next. After all, the princess may be here in the Everfree Forest, but she may have seen what became of Pinkie Pie and the others. A strong sense of dread began to weigh down on Maud. Images of Pinkie and the others clouded her thoughts. She could almost see their motionless bodies in a shallow grave somewhere.

"No." Luna answered. "they are not dead. But, I'm afraid it is only a matter of time before . . ."

"Luna, if you know they are going to die, why don't you save them? Even your magic is more than what any of us have."

Luna shivered. She took in a shaky breath and said, "Because I am not meant to." When Maud stared back at her in confusion, Luna only nodded her understanding. "My first vision was of Canterlot, and how it would be destroyed. Then, after Day Breaker and Chrysalis took over, I had another. A vision that foretold of a terrible slaughter in Cloudsdale. I travelled to the city myself . . . but . . . I could not save it. I could not stop it."

Luna's voice faltered. Recalling her dreams forced a whimper from her. So many had been killed. And she'd seen it all. _But I was useless._ "Then . . . I had a vision that Ponyville would be overrun and wiped off the map. Again, I tried . . . but I couldn't even make it to the girls." Luna sniffled and brushed away a couple tears. She shook with fear, her body crumpling to the memories. "And the Crystal Empire . . . and Starlight Glimmer . . . there was nothing I could do . . ."

Maud listened to the princess speak, listened to the mention of one tragedy after another. She knew what this was culminating to. She could see it in Luna's eyes. "That's why you're using Midnight Ash." And Luna could only nod in response. "Even though it can cause blindness, you don't want to dream, do you?"

Luna shook her head. "I do not."

"Then . . . you've had another vision? One that hasn't come true yet?" Maud speculated.

Luna shuddered, and she nodded her head. "I'd rather go blind, then see it again."

"Tell me."

Luna locked eyes with the earth pony. She felt herself melting at Maud's gaze. Almost as though a fire burned in the pony's eyes that refused to be extinguished. Licking her dry lips, the princess wanted to refuse. With the increasingly penetrating stare, she doubted though she'd get away with it.

"Please. I have to know." Maud insisted, reading the alicorn's face like a book.

At that, Luna knew she had to say it. "Very well," she said, her voice at almost a whisper. "On a night when a blood red moon is lifted into the sky, evil will have its greatest triumph over Equestria. Princess Twilight will be turned against her friends . . . and she will kill them. One by one, she will shoot them down. One by one, she will watch them die."

Luna held back what tears she could. But even then, she still cried. "I've seen it so many times, it would kill me to see it again. I am so very, very sorry."

Silence fell over them. Maud watched as the princess crumpled to the side, crying. She couldn't imagine what Luna has gone through, or what Luna has seen. This new knowledge however, hardened Maud on her mission. Pinkie Pie wasn't dead, not yet. The others were still alive as well. And who knows what Twilight was going through to be driven to such an unspeakable act?! _I'm going to stop it._

With her decision made, Maud started off for Zecora's. When Luna realized the pony was leaving, she lifted her head and said, "What are you going to do?"

"I'm going to save them."

"But . . ." Luna stuttered, "haven't you heard what I said?"

"I have." Maud said and looked back. "But the future is not set in stone. Pinkie once taught me that."

With that, Maud turned away and walked back to Zecora's.

* * *

Spike sat up, stretching his arms and legs. How long had it been since he'd slept so peacefully? They'd been running towards the Crystal Empire for so long, rest had become something of a luxury. On one hand, Spike could get used to this. On the other, they still needed some kind of plan.

Getting up, Spike hobbled on over to Derpy's bed. The pegasus was sitting up, already awake. Derpy pawed at and rubbed her wing. She looked well rested, and even energetic as she tried to kill a persistent itch emanating from the gauze.

"How are you feeling Derpy?" Spike asked in a bit of a whisper, not wanting to wake the other ponies.

The pegasus nodded with a bright smile. "Much better. I feel like I could do circles around Zecora's."

"If you're feeling that good, then your wing must not have been broken!" Spike said. This couldn't have been better news! They could start coming up with a plan.

"Oh, good morning Maud." Spike said when the earth pony suddenly joined them.

"Hey." Maud answered.

Derpy tilted her head to the side, trying to make eye contact with the pony. "Are you okay? You seem really upset. Should we search for Boulder after all?"

Maud shook her head. "I just . . ." Maud considered telling them what she'd heard. But what good would it do to worry them? What would they gain with knowledge of Luna's vision? "I just want to get moving."

Spike scratched his head, unsure of how to respond. "We should but . . . any ideas on where?"

Silence.

No pony knew the answer to that question. Maud of course didn't care. She was prepared to march up into Canterlot if it meant saving her sister and the others from their awful fate. She didn't even mind going at it alone. If Spike and Derpy would be safer here, then they should just stay put. She could handle herself. Besides, she didn't want them getting hurt. They were both important to her.

Maud opened her mouth to announce her plans, and that they couldn't stop her. But Derpy beat her to the punch.

"If only we had some more fire-power . . . we could just blast those changelings and monsters away!"

"Fire-power?" Spike asked. He thought for a moment, and suddenly, and idea sprung into his head. "Fire-power! Of course, Derpy that's it! You're a genius!"

"I am?"

Even Maud glanced over to Spike, curious as to what the dragon had in mind.

"The dragons!" Spike announced. "We could travel down to the Dragon Lands and ask Dragon Lord Ember for help!" Turning to Derpy, Spike added, "they have plenty of fire-power."

"Do you really think they can help?" Maud asked.

"We don't have any magic." Spike said, pointing out the obvious. "So, we have to use the next best thing. Sheer brute force."

Maud hesitated. She had been ready to gallop out the door to Canterlot on her own. Now, that plan quickly crumbled. The two would surely try and stop her from going alone. _That red moon . . ._ Maud lost herself in thoughts and was a bit surprised when she suddenly found Zecora standing next to her.

The zebra looked over the trio, having woken up to the sounds of their excited voices. She only imagined what they were planning but knew that they were leaving. Tossing each of them a small paper sack of food, Zecora said, "I sense you are going, so make certain you are prepared. With dangers that you will face, at least your stomachs may be spared." Then she went to work at freeing Derpy from the gauze wrapped around her wing.

"What if we don't make it in time?" Maud asked. "What if . . ."

Zecora pressed a hoof over the earth pony's lips. "You will not save your friends if all you have is doubt. But if you combine your efforts, and trust each other, I am sure you will work things out."

Nodding, Spike added. "And just think, when we reach Ember, there won't just be three of us going back to Canterlot. We'll be bringing a whole army of dragons too!"

Maud looked over to Derpy, and the pegasus appeared surprisingly optimistic. When Derpy saw the concern in Maud's face, she simply smiled at her friend and fluttered her wings. "I think Spike is right. Even though dragons are kinda scary, we should try. Besides, he brought us this far."

"Wait! I'm still gonna be in charge?" Spike questioned.

Sighing, Maud nodded her head, relenting on her initial plan. "You are a dragon. Who better to lead us to the Dragon Lands?"

"Well, you are right about that," Spike said.

Glancing around, he saw that the fillies had awakened and were now listening in. They'd heard of what he and the others had intended to do. Scootaloo and Sweetie Belle both watched as Spike looked from his friends, to Zecora, to the fillies. Finally nodding his head, he turned back to Derpy and Maud. "Alright then, let's go!"

After a few final goodbyes with the fillies and Zecora, Spike lead the way out of Zecora's hut, out of the Everfree Forest with Derpy and Maud following closely behind.


	23. Chapter 23

I do apologize for the delay in this chapter. It is a bit of a longer one and there is a lot going on it it. Also, I did end up scrapping part of it towards the beginning, so I had to do some rewrites. But I do hope everyone enjoys this chapter. Hopefully the next one won't take so long to come out! And you're able, please leave a review! I would love to hear what everyone thinks. Thanks for reading!

 **Chapter 23**

Landing outside the Canterlot Castle, Tremor slowly trotted up towards the castle. He cocked his head in different directions almost constantly, watching for any signs of trouble. He couldn't allow himself to be caught here. Not now. He'd fought far too hard just to make it back into Canterlot and get captured or killed. His queen was in there. Prisoner. He intended to get her out.

Approaching the castle, Tremor couldn't help but notice the shoddy repairs made to the exterior of the castle. Holes were boarded up. Two of its towers were just flat out missing. It's like Day Breaker had scavenged only the most unskilled hooves in all of Equestria to fix the place up. Broken windows were covered with plastic and a number of the walls were still riddled with cracks. Clearly Day Breaker's priorities weren't on the upkeep of her new home.

Once inside, the changeling crept past the large staircase leading up to the second floor. He assumed his queen no longer had access to her once comfortable living quarters. Most likely, Day Breaker had tossed her in a dungeon somewhere after her takeover. _I will not lose my Queen. Not again._ Tremor told himself. He'd spent enough time wandering the lands without her.

Stepping into a long winding hallway, the changeling carefully stepped through a corridor. Up ahead, he heard a familiar voice rattling off on what sounded like a temper tantrum. The possessed alicorn sounded anything but pleased.

Trotting over to the doorway, Tremor hid himself just around a corner and poked his head in to see just what had Day Breaker in an uproar.

Two Sun flares hovered in the throne room around their creator. Ash flaking off their bodies and soiling the carpet below as they watched their master boil over with rage.

"How could you possibly let him escape?! A little dragon with little more speed than a tortoise slipped through your grasp!" Silence fell between them, and Day Breaker's expression changed from one of pure anger, to that of surprise and confusion. Somehow, without Tremor's knowledge, information passed between the Sun Flares and their master.

When next she spoke, she said, "Really? How very interesting. Show me."

The Sun Flares drifted over to a small round table that wielded a single silver-plated candle holder. One of the Sun Flares spewed fire into its cusp and a large red flame enshrouded the candle holder. At the flame's core, Tremor could just barely make out the image of Twilight's dragon, Spike. The dragon scurried around the remains of the Friendship Express with two other ponies. The Sun Flares pursued their prey and for a moment, they appeared to have the upper hand. Suddenly though, another figure burst out from the shadows and attacked the Sun Flares. There were flashes of blue and white, and then suddenly Spike and the other ponies were gone.

When the display had ended, the fire extinguished itself out, leaving only the candle holder. Day Breaker stared hard, pondering over what she had just seen. "It appears we have ourselves quite the Samaritan out there." Day Breaker paced around the little table, her eyes glued to where the fire had once burned.

"If that hero is who I believe it to be, then she most likely pulled Spike and friends south. If they are planning something . . ." Day Breaker's voice trailed off. She turned to her minions who so patiently awaited her orders. "Go! Travel south as quickly as you can! Find that dragon and bring him back to me!"

A brief silence slipped between them and then Day Breaker responded to an apparent question. "I don't care what happens to the ponies! I want that dragon!" And using her magic, Day Breaker summoned a third to join the two, just for good measure.

And with that, the three Sun Flares exited through a wall, leaving a cloud of black ash where they had passed on through. Day Breaker sighed, curling up in her throne. "I have to put an end to that dragon's nonsense quickly. I can feel the power from the book starting to slip away." She said to herself. "I may still have the power of Princess Celestia, but I will not make a fool of myself."

Day Breaker sighed and at that moment, Tremor turned away from the throne room. He needed to find his queen, needed to update her on what he saw here, and of the condition of the rest of her changeling army.

* * *

Chrysalis lowered her head and rested near the bars of her prison. She stared out past the cell, inspecting her surroundings. The queen considered another attempt with breaking out, but she couldn't risk exhausting herself. She needed her strength. For now, Chrysalis relegated her thoughts to what would come after her escape. _Twilight and the others would need the Elements. I know where they are. But after Day Breaker's defeat . . . if I am the only one left, do I kidnap the princess and take her with me? It may be my only means for a safe retreat . . ._ Chrysalis sighed. If only she knew the situation with her fellow changelings, she could have a more concrete plan in place. She despised uncertainties.

"Chrysalis?" Came Twilight's voice.

The queen turned and found the young princess standing there, staring at her. "What?"

"What made you do it? The partnership with Day Breaker that is. What made you want to help her?"

Making eye contact with the alicorn, Chrysalis said, "She guaranteed my revenge on the ones who stole my subjects from me. Promised equal rulership over Equestria alongside a new changeling army far greater than any I had before." Chrysalis recalled the time in that swamp. What had happened so long ago managed to stay fresh inside the queen's head. "Looking back, it may have been a mistake."

Twilight only responded with silence. Her movements however, betrayed her. The way she broke eye contact, the grimace that formed, and the biting of the lip, all were dead giveaways. Chrysalis read the princess like a book and frankly, it pissed her off. "Blame me for your dastardly failures if you must, but at least have the gall to say it to my face. I did what needed to be done!"

"But then why not just reform like Thorax and all the others?! You didn't have to . . ."

"Yes, I did." Chrysalis answered coldly. Her eyes narrowed as she stared at Twilight. "Changelings have survived for over a thousand years because of my leadership, because of what I have accomplished. To have some-pony suddenly step in and try to hand out orders like she knows what's best . . . it's a tad distasteful if you ask me."

Chrysalis waited for a response from the alicorn. She received none. Turning to go back to her thoughts, the changeling's ears perked up at the sound of stumbling over near the stairs. Standing up onto her four legs for a better look, she watched along with Twilight as a figure emerged from the shadows.

"Q-Queen Chrysalis?" came the sound of a familiar voice. "Is it really you my queen?"

"Tremor!" Chrysalis exclaimed, watching with baited breath as the changeling revealed himself from the shadows. She wasn't alone after all. _Where there's one changeling, surely there are others!_ Chrysalis smiled as her minion stepped up to the cage.

"It is good to know that you are safe." Tremor breathed.

"For the moment, I have come under no harm. How long it shall remain that way, depends largely on Day Breaker." Queen Chrysalis answered. "Tell me. What can you say about the others? How many are left?"

"It's not looking too good my queen." Tremor answered. "Casualties have been dangerously high. Nearly all of the changelings sent to the Crystal Empire were lost. After we had procured Princess Cadence for you and Day Breaker, the Sun Flares swooped down upon us like the plague. They burned pony and changeling alike."

"How many do we have?" Chrysalis repeated.

"From who I've spoken with, we're down to fifty, maybe seventy-five changelings strong."

Chrysalis' jaw dropped. So few! So few remained after everything that had happened. "A-And the hive?" She asked, almost afraid to know. Her legions had worked on building it back up after their numbers were rejuvenated.

Tremor merely shook his head. "I'm sorry my queen. I . . . I did not have the heart to look. From what survivors have said, I doubt it's still there."

"Day Breaker." Chrysalis growled. "She. Will. Pay."

As the two spoke, Twilight stood back and listened. Here stood Chrysalis, conversing with the changeling that had defiled her rulership of Ponyville. It was due to this monstrosity that her friends were in their current predicament. It was because of him that Twilight was in this prison at all. She hated him for what he'd done, for everything those two had allowed to happen. _I did what I could. If he hadn't been there . . . I could've saved them._ Twilight looked over at her friends. All of them were still out, lost in their comatose slumber. If so much as an ear twitched on one of their heads, Twilight was lucky just to see it.

The princess looked back over to Chrysalis and watched her speak with her fellow changeling. The queen was relieved to see some of her own kind again. Even as they spoke, a new spark of hope flickered in the queen's voice. Twilight shuddered. She knew she shouldn't feel this jealousy seeping into her, but she couldn't help it. How did Chrysalis deserve something like hope? How did Chrysalis deserve a second chance?

". . . and I've collected what shards I could my queen." Tremor explained.

"Keep them for the moment. I don't want them destroyed by the magic surrounding this cage." Chrysalis said. "Besides, I have a plan to get us out. It will require . . . a partnership with the princess . . ."

"I have not agreed to your plan yet!" Twilight interjected.

"I'm quite aware of that." Chrysalis groaned.

"But . . . it may be our only hope." Tremor added. "Day Breaker may be starting to lose some of the magic that she got from the book. She's becoming desperate in her search for Twilight's dragon, Spike."

The alicorn's ears perked up at mention of her friend. "She's looking for Spike?!" Suddenly Twilight was right up against the cage's bars with Chrysalis, desperate to hear of any news of her dragon.

"Yes, it seems that he was making for the Crystal Empire when something snatched him away from the Sun Flares." Tremor explained, purposefully leaving out any mention of the supposed ponies that were with the dragon.

"Well where is he now?!"

Tremor glanced to his queen, unsure of how much more he should divulge. She only nodded to her changeling, giving him permission as it certainly couldn't hurt their cause.

"I don't know. But she's sending the Sun Flares south to go looking for him."

Twilight only nodded. More than anything, she wanted to shout out, "We have to warn him!" But she couldn't bring herself to do it. The only one even capable of communicating with Spike was Tremor. And she trusted Tremor as much as she trusted Chrysalis. Stepping out of the conversation, Twilight allowed Chrysalis to continue her chat with Tremor alone. The princess returned back to the stuttering projection of her unconscious friends. There had to be something she could do, something to break out of this nightmare! _If only we could somehow get Day Breaker distracted to the point of . . ._

As Twilight watched Tremor discuss tactics and plans with his queen, it suddenly hit the princess. "We can trick Day Breaker into thinking you've escaped!"

"How?"

Though she hated the thought of enlisting Tremor in to help, it certainly beat letting Chrysalis suck out any of her love. "We fool Day Breaker into thinking you're Chrysalis!" Twilight exclaimed, pointing at Tremor.

Taken aback, the changeling only looked to his queen for her thoughts on the matter. He wasn't about to acknowledge any kind of suggested action except from Queen Chrysalis herself.

"Explain." Chrysalis said, turning on the princess.

Trotting back up to the changelings, Twilight detailed out the intricacies of her plan.

* * *

"How's your wing Derpy?" Spike asked the pegasus. She'd been trotting alongside him and Maud quite happily. The pony appeared fully recovered from whatever kind of potions Zecora had used on her.

"Better. My wing is still kinda sore . . .not sure I want to use it right away. But I can at least move it now." She said. To prove it, Derpy stretched out both wings, and softly flapped them. She winced once or twice, and then folded both her wings neatly up at her sides.

And while the pegasus had a few bandages wrapped around her legs, she trotted with almost no limp. "Thank Celestia we were brought to Zecora's!" Spike said, "I didn't think you were gonna make it much farther."

Derpy only chuckled. "Neither did I."

Maud followed the two in silence as they spoke. She felt truly happy for Derpy, glad the pony finally got the medical attention that she had so desperately needed. That alone brightened the spirits of both her companions. Also, Spike looked quite excited to visit with the dragons. And with all the food Zecora had packed, the three were off to a rather comfortable start.

Still, Maud couldn't get what Luna said out of her mind. A red moon? How often did those occur? She never remembered seeing any growing up on the farm. Was it something Day Breaker could just conjure up on whim since she had Celestia's powers? If that were the case, then at any second, it could show up. Maud couldn't help but feel an overwhelming sense of dread beginning to seep into her body. _Maybe I should just go. I could probably make it to Canterlot in a couple days' time if I tried._ Maud watched the other two laugh and chat. She could probably sneak off while they slept and leave them a note. If they still went after the dragons, then she'd have back-up on the way if she failed. _This could work._

The earth pony was distracted from her thoughts when Spike said, "Look, we're out of the Everfree Forest!"

Ahead of them laid a patch of prairie, followed by an ocean of sand with a spec of civilization in the distance. Derpy immediately recognized it and said, "And that's Dodge Junction!" She'd delivered several parcels back and forth from there with her time at the post office. It'd been a warm little getaway for her when she would go. A nice quiet little town.

"We'll stick to the out-skirts." Spike explained, "there could be changelings intown."

Wandering into the desert, Derpy casually slowed herself to Maud's pace. Something that the earth pony did not let go unnoticed. With Spike leading the way ahead, Derpy asked, "Everything okay? You've been really quiet since we left."

Maud avoided eye contact with the pegasus. "I'm . . . worried." She said.

"About what?" Derpy asked without thinking. Then catching the pony's stare, she gulped. "A-Aside from the obvious."

"What happens if we don't get there in time?" She asked.

Derpy went quiet. She sagged her head and eyed the ground below. She lost herself in thought, wrestling with the notion that there might not be any-pony to save at this point. "E-Even if we don't . . . nothing really changes. We still have to stop them."

"We already lost Boulder."

"B-but that's why we have to keep moving . . ." Maud could tell Derpy was trying to sound tough, and optimistic. The squeak in her voice though, gave her away. ". . . so, we don't lose any-pony else."

Maud briefly glanced ahead, watching Spike scope out exactly what direction to take next. He'd lead them well into the desert, and Dodge Junction had grown ever so close. Yet he resisted the urge on leading them into the town. The little dragon made for a great scout. He pressed his hand over his forehead, blocking out the sun to help see further into the distance. With a couple clicks of his tongue, he started on again, and Maud found herself instinctively following the dragon alongside Derpy.

"I think we're moving too slow." Maud finally stated. "And I don't want to be too late."

Derpy bit her lip. She didn't have a response to soothe the agitated earth pony. The pegasus felt Spike's ears eavesdropping in on them. "W-What would you do then?"

"I . . . I'd split up." Maud said, and winced when both Spike and Derpy turned to her in shock. She couldn't build up the courage to tell them what she'd heard, but she could at least make her opinion known. "I could go back to Canterlot while you two got the dragons."

Seeing the shock in Derpy's eyes, Maud felt her heart break a little at the sight. "It would be faster." She said, answering the pony's question before it even had a chance to leave her lips.

"Maud, after everything that's happened . . . how could you want to go back?" Spike asked, turning away from the route he'd carefully selected. "As soon as Day Breaker or Chrysalis see you . . ."

"I won't be seen." Maud said flatly.

"B-But . . . we only made it this far because of you." Derpy added.

"That was before your wing was healed. You and Spike are plenty capable of asking the dragons for help." Then giving the pony a smile, Maud added, "Besides, you've saved us plenty of times."

Maud waited for a response. She waited for either of them to say something, to do something. Neiter one could muster a sentence. Maud only sighed. Maybe now was the best time to go. They knew her intentions, her feelings. Any further discussion would only delay the inevitable. With the three of them stopped in the middle of the desert, Maud nodded her goodbye to them. "See you soon."

When the earth pony turned to go, Derpy came to her senses. _I can't do this without her._ Galloping in front of the earth pony, Derpy only stared Maud down. Words still refused to come to her. She couldn't explain it, couldn't describe it, but without Maud, she knew they'd fail.

"Please Derpy . . . don't make this harder than it needs to be. We'll see each other again soon."

"I don't believe you."

Maud bit her lip. She opened her mouth to answer when a sudden gust of wind kicked up sand into both of their faces. Covering her muzzle, the earth pony whirled around when she suddenly heard Spike shout, "G-Guys! Help!"

Two pegasi had swooped in, using the gusting wind as cover. Grabbing Spike under their hooves, the two dragged the dragon up into the sky, carrying him off towards Dodge Junction.

"Spike!" Derpy screamed. Unfolding her wings, Derpy chased hard after the dragon, beating her wings against her sides, lifting herself slowly up into the air. By the time she'd taken off, the two pegasi had almost disappeared into the horizon.

Maud saw the pegasus stare back at her, pleading with her. She took one more glance back towards the distant Everfree Forest. Maud desperately wanted to rush back towards Canterlot, towards the others. But she couldn't. She couldn't just leave Spike. Sighing, she looked up at Derpy. "Lets go."

* * *

Tremor tiptoed back out into the castle. He despised that Queen Chrysalis would just go along with Twilight's plan like that. He hated even more the role he needed to play. Stopping in front of one of the many mirrors that lined the hallway he found himself in, Tremor inspected the disguise he'd taken on. The creature that stared back at Tremor was his best attempt at Chrysalis herself. The changeling couldn't help but turn red from embarrassment. It felt so wrong, almost heresy to impersonate the queen like this. Worse yet, when he had transformed, he'd gotten a good chuckle from his queen.

"I just knew there was a reason why I didn't allow you changelings to copy me. You guys could never get the hips right." Chrysalis had joked upon seeing his resulting disguise.

Tremor shuddered. He wished to end this quick. All that needed to be done was get spotted, and then quickly hide himself. Day Breaker's rage would ensure the rest. _I hope._

Walking through the castle, the changeling kept a close ear open for any signs of the possessed alicorn. He dodged through hallways, avoiding the occasional Sun Flare. While it was certainly possible that detection from the ghostly figures would raise Day Breaker's attention, he couldn't take that risk. He needed to be seen by Day Breaker herself.

Of course, every step Tremor took in his queen's body, made him notice each part of her form that much more. The way the wings brushed against his sides, the manner in which his hooves clicked and clopped against the marble floor. Queen Chrysalis always held her head high, and with such perfect stature. He was certainly far from mimicking her many graces.

"By the time the book's magic wears off, I'll have most, if not all of Equestria under my grasp!" Came a familiar voice from a distant hallway on the second floor.

Tremor cocked his head up, and quickly checking for Sun Flares, slowly climbed his way up the steps. He quickly moved up, brushing past Luna's former room. The room Chrysalis had occupied during her brief time with Day Breaker. The stone figure of Starlight Glimmer still stood trapped inside.

Moving swiftly along, Tremor slowed down as Day Breaker's voice grew louder. "Then I'll place a sign into the sky, reminding every-pony of my wrath. No one will dare cross Day Breaker!"

Tremor stepped right on up the entryway of Princess Celestia's former room, in time to catch the pony cackling maniacally. Her head tossed back in laughter, her body shaking from the thoughts that swirled through her mind. The fire sparking out from her mane and tail.

Tremor waited, watching the monster of a pony thrill herself with what she thought was to come. He made sure to keep enough of him visible so that she could immediately spot him. With his piercing gaze, it took only moments after Day Breaker righted herself that she looked upon the doorway.

The changeling remained visible long enough to witness Day Breaker's jaw drop in horror and see her eyes almost bulge out of her head. Spinning himself around, Tremor wasted no time in charging away from the door.

"NO! That cannot be! She could not have escaped!"

 _Which way?! Which way do I go?!_ Tremor's mind raced as he darted glances to each and every open door he passed. He could already hear Day Breaker barreling down after him. A wave of fire passed by overhead, igniting several banners hanging down from the walls. Tremor skidded around a corner at the end of the hallway, back towards the stairs and suddenly two Sun Flares floated up through the floor. Their ash like bodies leaving the carpet a charred black.

Diving over the indoor balcony, Tremor took to the air. He had little to no room to fly in the castle. Somewhere below, he heard Day Breaker scream at the Sun Flares, "GET HER!"

A pillar of fire blew past Tremor, and he had to dodge quickly under the wave just to avoid his wings from being singed. The other Sun Flare appeared in front of him, and the changeling performed a ninety degree turn up towards the ceiling. Fire boiled from below. The ceiling rushed closer to Tremor, his wings beating hard against his sides. He didn't have time to turn. He'd have to crash on through.

Covering his face with his hooves, the disguised changeling somehow rammed his way through rafters and plaster. An eruption of fiery lava shot out from the small hole Tremor had made as he exited out and around the castle. He couldn't leave though. He was only meant to be a distraction. When Tremor saw the two Sun Flares emerging from the simmering hole in the castle, he took in a deep breath and flew past them. _This had better work!_

* * *

Day Breaker stormed down into the dungeon. Boiling with rage, she stomped down each stair. Upon landing at the bottom, the ruler of Equestria focused on the still-closed cage. "How?!" She barked, seeing only Twilight held within its bars. "How did she escape?!"

"I-I have no idea." Twilight whispered back, shying away from the lumbering giant of a pony. "I awoke a-and she was gone."

"I don't believe you." Day Breaker said. With the flick of her horn, she summoned a Sun Flare into the dungeon.

The creature drifted in through the cage walls. Its eyeless sockets glared down at the alicorn, smoke flaring from its nostrils. Day Breaker slowly paced around the prison, inspecting each and every bar for even the slightest of imperfections. "You are not one to defend a changeling, are you Twilight? After everything that they have done to you, I can't imagine the Princess of Friendship sticking her neck out for their queen."

"I would never do anything to help those . . . those monsters!" Twilight shot back.

"I certainly hope not." Day Breaker said. "You wouldn't want to do anything that might endanger your little friends."

Twilight's eyes opened up wide with horror as she watched Day Breaker's gaze fall onto the projection of her friends. "Leave them out of this!" She said, "Please, you already have us captured. You already have the Elements of Harmony. What more could you want from us?"

Though as Twilight spoke, Day Breaker found herself paying less attention to the what the alicorn was saying, and more attention to her movements. Twilight hadn't budged once from her spot since she'd entered into the dungeon. Even with the Sun Flare hovering over her, watching her every move, the princess sat firm, pressing her body up against the side of the cage. "What are you hiding?"

"I'm not hiding anything. What could I possibly . . ."

"Shut up." Day Breaker commanded. Moving around the cage, she watched Twilight's position adjust, so as to keep a close eye on her. But as the princess moved, something else seemed to move with her. Nodding at the Sun Flare inside the cage, she watched as the monster spewed fire down at Twilight.

The resulting shot forced the alicorn to split with her hidden object, who dived on out of the way. "No, how can this be?" Day Breaker asked in astonishment. For there in the cage sat both Twilight Sparkle, and her dragon, Spike. "How is it that one of you gets in . . . and the other gets out?"

Day Breaker trotted on over to the door of the cage, staring inside. Both Twilight and Spike eyed her, watching her every movement. Something was off about these two. She couldn't put a hoof on it, but she was going to get to the bottom of this.

But before she could open the cage, the stairwell to the dungeon roared with life as her two Sun Flares emerged, dragging a changeling behind them. "What is the meaning of this? Why are you bringing me one of her drones when you should . . ." Day Breaker stopped. Her mouth dropped open in realization as she glanced back into the cage. "Ohhhhh . . .that is clever."

Dropping her mouth open into laughter, the alicorn laughed and laughed. She could hardly believe it. She'd almost fallen for it. She'd come so close to letting the cat out of the bag that it almost wasn't even funny. "You changelings are so very clever." She said between snorts of laughter.

Then turning to the Sun Flare still in the cage, Day Breaker ordered, "Kill the dragon."

"NO!" The changeling cried out before Twilight even had a chance to respond.

"No?" Day Breaker asked, though she already knew the answer. "Why not? Why would a changeling concern himself with one of Twilight's feeble-minded friends?"

Tremor gulped. He had screwed up. "B-Because . . . we would much rather drain that dragon of his love . . . with being so close . . ."

"You're full of shit." Day Breaker said, cutting him off. "That is not Spike. It's your queen." Day Breaker said, walking on over to Tremor. She stared the changeling down, watching him cower before her. "Go ahead Chrysalis," she exclaimed, "Show yourself. Prove me right or you lose yet another soldier in your little war."

Tremor shut his eyes. He expected this to be it. After all, whether or not his queen revealed herself didn't matter. The jig was up.

"Leave him alone." Queen Chrysalis's voice echoed from her prison.

Day Breaker stared back with a smile. "You changelings really are dangerous." She admitted. Seeing the queen glaring at her as another of plans went up in smoke, brought an unequaled happiness to Day Breaker as she barred her teeth for the changeling queen. "Maybe I should just dispose of your kind now. Save myself the trouble later."

The resulting glare from Chrysalis fueled Day Breaker's resolve even more. This plan may have failed, but she couldn't risk letting these changelings do as they please.

"W-Wait!" Tremor shouted.

Day Breaker turned. "What is it? You want to go first?"

"N-No!" Tremor said. "B-But I can help you. I know where other changelings are . . . and you can use them . . .to find Spike."

"Now wait a minute! You can't just . . ." Twilight started.

"Why?" Day Breaker asked, cutting off the princess. "Why should I let you help me? I've already got plenty of help with finding that measly little dragon."

"B-Because . . .we changelings . . .we're natural born hunters. Can smell love off a living being over a mile away. We can track him. We can guarantee you'll get your hooves on him."

Such an interesting proposal. "And I suppose in return, I don't get to harm your queen? Is that my understanding?"

Tremor nodded. "Please, we'd be lost without her."

Day Breaker pondered over the idea. While she preferred disposing of Chrysalis as soon as possible, the very notion of humiliating the queen further excited her to no end. She could have some fun with this. "Very well then changeling. Gather your squad, or whatever you call it, and bring me that dragon. Alive if possible."

Tremor nodded and said, "Yes Day Breaker." And he turned to leave.

"Changeling." Day Breaker said.

"Yes?"

"Address me as your queen." A smile curled over Day Breaker's lips. She could feel Chrysalis behind her seething at the request. If it hadn't been for the fire on her mane and tail, she would've sworn she could feel Chrysalis' boiling fuse leaking out of the cage.

The changeling was hesitant to say anything. Well trained at least. "Do it. Or the deal is off little changeling."

Tremor stammered. He didn't have a choice in this matter. Kneeling before the alicorn, he said, "Y-Yes Q-Queen Day Breaker."

"Very good. Needs work, but still very good." Day Breaker mocked. "Now get out of my sight. And don't you dare think of pulling another stunt like this again. Now go. Get out of here and find me that dragon!"

"Yes, my queen," and Tremor quickly exited the dungeon.

Day Breaker watched the changeling leave before turning back on her two prisoners. Twilight was in a state of shock, while Chrysalis' hate-filled gaze bore into her through the bars. Day Breaker ate up this stare like the delicacy that it was. "Now then, you two are going to behave in here from now on. Anymore of these hairbrained plans of escape, and . . . well, I'm sure I don't have explain what will happen to you."

With a flick of her horn, the Sun Flare that had camped out in the cage with the two exited. "Tata ladies" Day Breaker mocked as she mounted the stairs and disappeared back up into the castle, accompanied by her trusty Sun Flares.

* * *

"Spike! Spike! Are you there!" Derpy hollered out.

Having followed her friend into Dodge Junction, Maud surveyed the abandoned town. The old-time wooden buildings lay scattered around the town, with only the rare tumbleweed as a visitor. Windows were closed, doors swung open with the wind. Nary a soul was to be seen.

"Derpy, it may be best if we stay quiet."

"Why? We have to find Spike!" Derpy protested. Sweat dripping down her forehead from the speed in which she'd flung herself into this town.

"We don't know what else may be in here. Remember, there could be changelings."

The pegasus gulped. "D-Do you think they have Spike?"

"I don't know." Maud answered.

As the two stepped through the town, Maud considered searching each and every building. It'd take time and would give the kidnappers plenty of time to escape or evade them. _We can't afford to waste time._ The thought stung the back of Maud's head like a bee sting. The longer they spent searching for Spike, the less time they'd have to prevent Luna's prediction. How long should they search? When should they give up?

The rock farmer took one look at Derpy and sighed. Would she really abandon a friend like this? Even when others were in danger? She knew the answer to that question before it even entered her brain.

"Derpy," Maud said, wanting to say something to calm the pony, or maybe it was herself. She really wasn't sure anymore. "I . . ."

But Maud stopped. The pegasus had her eyes fixed on the saloon up ahead. Following Derpy's gaze, Maud watched the building for several seconds. Nothing happened. "What is it?" She asked, but then she saw it. On the second story window, a pair of equine eyes poked through the curtains. Upon being discovered, they quickly disappeared, leaving the curtain swaying back and forth against the window.

"Spike!" Derpy shouted, and before Maud could stop the pony, she'd galloped off towards the building.

"Derpy, it could be a trap." Maud said, but the pegasus didn't hear her. Chasing after Derpy into the saloon, Maud stopped in surprise when they'd entered the old bar.

Several ponies laid in wait for the two, including the two pegasi that had flown off with Spike. A couple gruff, bearded earth ponies, Cherry Jubilee, and a couple younger mares all stood around the bar. Maud gazed around the room, searching for their missing companion, but he was nowhere to be seen. Hoof-steps from above along with some rustling echoed down, and suddenly another pony appeared into the room. Just from a guess, this was the pony who'd spotted them from the upstairs window.

All ponies eyed Maud and Derpy, not speaking one word.

"Where's Spike?" Maud asked, eager to get their dragon friend and move on.

One of the older ponies, a tanned orange fur with stormy cloud grey mane and tail, said, "Don't you worry. He's safe. We ain't done him no harm."

"Where is he?" Maud asked.

One of the other ponies, the one that had rushed downstairs, a red mare with an apple green mane and tail, said, "Please Amber Sprout. Don't tell. We can't afford to lose him."

"Don't you worry Violet Berry." Amber said in his deep, rumbling voice. "That dragon ain't going nowhere."

Maud felt Derpy moving up close beside her, frightened but determined. "W-Why not?" She asked.

"Well you see, Day Breaker, she's given very specific orders on any-pony who comes across your dragon friend. He's to be handed over to her immediately."

Maud grit her teeth. This bumbling batch of ponies were just giving in to Day Breaker's demands while others suffered at her hooves. "Why would you help that monster?" Maud asked, a slight edge in her voice.

"Now calm yourself down." Cherry Jubilee piped in. The owner of Cherry Hill Ranch stepped in beside Amber and said, "It's not quite that simple hun. You see, Day Breaker, well she's got a lot of our kin all locked up in her castle. We're only a hoofful of morsels left over from what used to be families. And Day Breaker dun promised a reward to those who helped capture your friend."

"Cowards."

"Maud?!" Derpy exclaimed, surprised at the mare's brassiness.

Maud ignored her friend's complaint. She didn't have time for this. They didn't have time for this. Every moment wasted in this town was one less out on the trail towards help. Hell, she could've been halfway to Canterlot by now. Not only that, but Spike had been kidnapped by other ponies too scared to stand up for themselves.

Not waiting for Derpy, Maud stormed on ahead towards the stairs. This ended now.

"Now hold on there . . ." Amber said, stepping in front of the mare. "We dun told ya why we took him. But Day Breaker, she has those . . . those things. I'm real sorry but . . . they're coming this way. And we intend to . . ."

"I don't care." Maud said flatly. "I'm not losing anymore friends. Spike is coming with us."

Amber reached out and grabbed Maud, desperate to stop her. When he did so, Maud turned in anger, swinging her hoof into his face. A loud crack reverberated through the room as Maud dislocated the pony's jaw. The old colt stumbled back, clutching his mouth and staring in shock at the pony. Even Derpy let out a scream when it had happened.

Maud shook in fury. She'd never let herself go out of control like this. But the thought of losing her friends, of losing Pinkie Pie, scared her half to death. She looked from Derpy, to the others. No pony made a move. They only watched her.

The earth pony shot daggers of glances around the room, daring anyone else to interfere. "Derpy, let's go." She said.

The pegasus hesitated to follow, but eventually nodded in silence and hurried along. As they approached the stairs, Maud heard Cherry beg, "Please . . ." and though the pony didn't stop them from entering the stairwell, she did stand teary eyed in the middle of the room while Violet Berry looked after the older Amber.

"Please," she said once more. "Day Breaker, she's got our families hostage. And with those beasts on the move . . . they'll destroy our home if we don't hand him over. That dragon is our only hope."

"She's got my family too." Maud said, and then turning away from the bunch, led Derpy up the stairs.

Maud climbed up the stairs in silence. She supposed she'd freaked out Derpy with her behavior. The pegasus was silent and made not a peep during their climb up the stairs. Maud didn't blame her. This kind of anger rarely surfaced for her, and last time it did, none of her sisters had breathed a word to her for weeks.

Arriving at the second floor, Maud quickly located the room that held Spike by the clawing and rattling sounds emanating from inside. "Derpy! Maud!" Spike cried out. He'd been shoved into a steel cage in one of the bedrooms. The dragon had a bruise or two, probably from when they forced him in, otherwise he looked fine.

Maud quickly went to work kicking down the flimsy padlock holding the cage shut. With a few good bucks, she managed to crack the thing off, flinging the door to the cage open. Spike rushed out in relief. "Thank Celestia you found me! They said they were gonna give me over to Day Breaker."

"In exchange for their families." Maud answered, not even waiting for the question.

"W-What?"

Maud was more than happy to explain, but not here, not now. "We need to go." She said.

"Uhhhhh guys . . ." came Derpy's voice. The pegasus had stepped over to the window during Spike's breakout. "Every-pony's leaving." She pointed out and sure enough, every-pony that was downstairs galloped off away from the saloon. "A-And look . . ."

Derpy pointed a hoof down at the entrance to the saloon. Three Sun Flares drifted into view. The ghostly figures hovered for only a moment, before spreading out. Maud, Derpy, and Spike froze. What should they do? The last time they bumped into these things, they escaped only by chance.

"We'll have to sneak out." Spike whispered, watching as two of the Sun Flares drifted into view once again.

Nodding in agreement, Maud lowered herself down and said, "Get on." When the dragon stared back in confusion, she simply added, "it'll be faster this way."

Spike eventually gave in and climbed onto Maud's back. He took a firm grip of her mane, careful not to pull too hard on it as Maud led the three slowly down the stairs. Each creak and crack from the old wooden floorboards caused Maud and Derpy to freeze in place, peeking down the stairwell for any signs of Sun Flares. Funny how none remembered the stairs being so noisy on the climb up.

With the creatures making not a sound, they had no way of telling just where the charcoal beasts were roaming.

Upon landing on the main floor, Maud led Derpy back through the saloon, past all the tables and chairs. She tried to keep low in case the things happened to be glancing in through the windows. Then again, if she remembered correctly, they didn't have eyes. Could they even see? Maud honestly didn't feel like taking the risk.

As they stepped outside the saloon, Derpy glanced around, searching for a place to hide. "Where do we go," she asked. Feeling her heart pounding in her chest, she realized they had nowhere to hide but another building. They could go running off into the desert sure, but apart from the sand dunes, they'd be out in the open.

"I . . ." But Maud couldn't finish. Out of the corner of her eye, she spotted one of the Sun Flares above her. The thing fired a beam of magic down at them! Kicking Derpy back into saloon, Maud lunged out of the way just as the magical artillery exploded into the sand.

"Derpy!" Spike cried out, clinging madly to Maud's mane. The pony didn't answer, and Spike and Maud didn't have time to check. Two of the Sun Flares quickly appeared out of nowhere, forcing Maud to gallop off away from the saloon. She had to zig zag back and forth in the street just to avoid their magical blasts and fire breaths. "We have to go back!" Spike cried out, bouncing all over the earth pony's flank. He glanced back long enough to spot the third Sun Flare entering the saloon. "Derpy's in trouble!"

Maud cursed. "So are we." She said flatly. She hoped the pegasus could handle her own, because for the moment, no help was coming. Maud flung herself around the side of a building to avoid another blast of magic from the Sun Flares. Trying to catch her breath, she quickly surveyed her surroundings. _What now?_ She asked herself.

* * *

Derpy stumbled back into the saloon. She scrambled past tables, knocked over chairs. Daring a glance over her shoulder, she found the Sun Flare hovering into the building after her. It's horn glowing, eyeless sockets focusing in on her.

Gasping for breath, Derpy saw the stairwell to the second floor and made a break for it. If she could just get to a window or an opening of some kind, she'd fly on out of here. Galloping hard for the stairs, the pegasus felt a breeze pass overhead. She looked up in time to see a wall of fire pass by, singing the tip of her mane.

"No! No! No!" She cried out, watching as the flames ignited the doorway, and then climbed up around the rafters.

Within seconds, the room filled with smoke. Derpy's lungs heaved for air, causing her to cough violently. Her chest pounded, sweat dripping down her forehead as the temperature in the saloon skyrocketed.

Keeping her head below the growing smoke, Derpy winced out the burning sensation that had crept up the corners of her eyes. Through her teared-up eyes, she could just barely make out the exit. Crawling towards it, the pony stopped as four ash black hooves lowered down in front of her.

Blocking her path, Derpy saw the glowing of magic somewhere above her. Hearing the whisper of the magic firing from the beast's horn, the pegasus barely managed to roll out of the way in time. Floorboards exploded from the blast beside her and Derpy let out a terrified scream.

"P-Please . . . Please . . ." she started to beg, as she was forced to crawl back towards the raging flames that had engulfed half the room. "L-Leave me alone . . ." she cried out. Another blast exploded beside her, flinging the pony several feet. She screamed out again as her body slammed up against the bar. She was inches from the flame now. The heat seared at her body, making it difficult to breathe. She coughed over and over. The thickening smoke pouring into her lungs now.

Through her reddened eyes, Derpy saw the outline of the Sun Flare moving in on her. "N-No . . ." She cried. Her heart pounded in her chest. She couldn't think, and the intense heat was dizzying.

Derpy saw the glow of the Sun Flare's horn. The beast was far too close to miss this time. Hyperventilating, Derpy stared up at the thing. Part of her wanted to just accept this. She had nowhere to go. She'd lost the exit long ago and wasn't sure she could find it again. Besides, any attempted escape would surely be thwarted by the monster before her. The very thought of the though, sent fresh tears streaming down her cheeks. Derpy glanced up in time to see the beast's horn starting to glow once more.

 _Move._ Somewhere inside her, a voice screamed out. _Move! Now!_ Derpy's whole body jerked and spasmed. She leaped up into the air and with nowhere to run, dove behind the bar just as the Sun Flare fired its magical blast.

PANG!

The magic blast had struck a mirror setup behind the bar. Derpy covered her head, expecting shards of glass to come raining down. None did. She looked up, and found a crack snaking up the mirror.

Derpy waited. She waited for the next blast, for the next shot of magic. But nothing came. The only sound she heard was the crackling of the fire, and the crashing of floors and walls from the story above. She was out of time. She needed out, and she needed out now.

With another breath, Derpy felt herself growing lightheaded. Without any other option, she lifted herself up to the bar. She needed to know where the Sun Flare was.

The pegasus' eyes burned from the heat when she climbed back onto the bar. A sea of fire flooded the room. Rafters collapsed from above, bringing down the ceiling, and furniture from the second story floors. Smoke billowed out through large gaping holes that the fire had torn through.

Derpy's eyes widened when she saw the Sun Flare standing in front of her. But only for a moment. The thing was motionless. And upon closer inspection, the monster was missing half of its skull. A lava-like ooze dripped down from the creature's head and pooled out onto the floor.

Not wanting to touch the thing, Derpy looked down at the bar and grabbing an empty whisky bottle, tossed it over at the creature. Instead of passing through the thing like she would've expected, the Sun Flare toppled over and exploded into a puff of ash.

"What the . . ." and taking one glance back, it hit her. "The mirror . . ."

* * *

"Maud . . ." Spike asked, watching as the saloon burst out into flames. "W-What do we do?"

The pony, who was heaving for breath, glanced back and forth between the two Sun Flares that had cornered her between two buildings. "I-I don't know." She said. She'd been running and dodging these beasts for so long, she could barely keep her head held up to watch them.

Maud had seen the saloon when it first caught fire. But she couldn't do anything. And with as long as Derpy had been in that inferno, how would they even find her? Would they even want to? Maud bit her lip. _If those ponies hadn't taken Spike . . .none of this . . ._ She bit her lip and cursed.

"Spike?" Maud called. "Can you still breathe fire?"

"I-I think so . . . but we already tried that! Like a hundred times!" During their run around trying to escape these Sun Flares, Maud had Spike breathing his fire to help aid them in cover. Not that it ever worked, but Spike's fire breath was the only weapon they had.

"It's fine." Maud answered. Each of the two Sun Flares opened their wings, ready to dive in on the two. Clearly, they were ready to end this.

Turning, Maud charged one of the Sun Flares. Their only chance was to use Spike's fire breath as a "smoke screen" to dodge into one of the adjacent buildings. Hopefully the confusion would buy them enough time to figure out a plan.

As Maud galloped to one of the Sun Flares, the other beast dropped down behind her, spewing fire. The earth pony could feel the fire hot on the back of her hooves. No choice now.

"Now Spike," Maud ordered and the dragon on top of her back shot out his own flame at the Sun Flare hovering above them. The neon green flame erupted out at the Sun Flare with enough veracity to engulf the creature completely.

For a moment, it appeared as though her plan had worked. The Sun Flare was completely lost in the fire, and with the blast from behind, it wouldn't be difficult to jump through a window and vanish from sight.

But the Sun Flare suddenly dropped down in front of Maud. Their little plan had failed and now she had no time to dodge any kind of attack. With the fire boiling behind her, and the other soulless creature in front of her, Maud screeched to a halt only a few feet in front of the Sun Flare; the window just barely out of reach. The beast's horn glowed a deep, powerful green. The Sun Flare charged up its shot and Maud heard Spike scream from behind. There was no escaping this. _I'm sorry Pinkie. I'm sorry Spike . . . I'm sorry Derpy._ Maud said to herself, watching the explosion of magic raining down upon her and the dragon.

A blur of grey from the side and suddenly Maud and Spike were thrown into the side of the nearest building. The pony heard a loud, thunderous explosion followed by a screeching sound that resembled claws on a chalkboard. Searching for an explanation, Maud found Derpy on one side, lying on her back, surrounded by what appeared to be glitter or confetti. On the side was the Sun Flare that should have killed her and Spike. Only, the thing's head was split in half. Like some-pony had sliced a flower stem down the middle, each half of the Sun Flare's head wobbled about, leaking a strange orangish liquid. After a few seconds, the thing collapsed and disappeared in a puff of smoke.

"S-She killed it!" Maud heard Spike announce. "She actually killed it!"

Taking one look at the remaining Sun Flare, Maud darted out from her hiding place, grabbing Spike by the tail. The thing was now after Derpy!

Leaping over the dying embers, Maud rushed over to the downed pegasus. With one fell swoop, she lifted Derpy onto her back. It was then that she noticed the pony hadn't been surrounded by glitter or confetti, but was instead shards of broken glass, broken mirror to be precise.

Derpy's fur was coated in ash and smelt of burnt hair. The pony coughed and spasmed. "M-Mirrors . . ." She said through pained breaths. "M-Mirrors! T-They kill them! T-They . . . reflect the magic . . ."

Maud's spirits suddenly lifted. They could win. They could actually win against these things. She didn't know how Derpy had done it, but the pegasus managed to renew hope in their quest to save the others. Not wasting anytime, Maud galloped over to where Derpy had dropped off the other chunks mirror. Dropping off both the pegasus and Spike, Maud grabbed a mirror shard from the ground. She watched the Sun Flare hovering around her, watching her.

The thing stared at them for a moment longer. She didn't know if these creatures were capable of thought, but it appeared as though the Sun Flare was debating on whether or not to even continue the fight. Suddenly, the thing's horn glowed with a powerful green magic. Maud thrust the mirror up in front of her, holding it steady.

There was a flash of magic, and the creature was gone.

The earth pony waited. Was this a trick? Did the thing really just up and leave? Maud held her position in front of her friends for what seemed like an eternity. Finally, a hand tapped on her shoulder and she turned around.

"I think . . . I think it's gone." Spike said.

Maud took one last look around. "Right." She said. Then stepping over to Derpy, who lay sprawled out over the dirt, she asked, "Are you okay?"

The pegasus nodded, her breathing still a bit heavy. Not wanting to be burden though, Derpy got up onto her four legs and said, "I'm fine. Just a bit winded . . ." Derpy's answer was cut short when the earth pony leaned in and hugged her. Derpy blinked a bit in surprise, unsure of how to react.

"I thought you were gone." Maud said flatly. "I'm glad you're alright."

Derpy took one look over at Spike who only nodded at her. Sniffling a bit, Derpy leaned in and embraced the pony. "I'm glad too." Was all she could think to say.

Maud held onto the delivery pony for just a moment longer, before finally releasing her. Then turning to Spike, she said, "Lets get out of here."

"But . . . weren't you going to Canterlot?" Spike asked, almost afraid for the answer.

"I can't . . . not without you two."

Derpy's face brightened at Maud's words, and she shook off the ash and debris from her fur. "You mean . . .?"

Maud nodded. "Let's get those dragons."

The two ponies turned to Spike. It took him a minute to figure out what they were waiting on. "Oh right. Uhhh this way," he pointed towards the eastern side of town. Both Derpy and Maud nodded their heads and joining the dragon on either side, followed him to the edge of town.

Just before making it out of Dodge Junction though, they found a pony waiting for them. Maud recognized the pony right away as one of the crew who had kidnapped Spike. She instinctively pressed Spike closer between them, preventing any pony from slipping in and taking him again. "What do you want?"

Cherry Jubilee stood, trembling at the sight of the trio. "I-I want to apologize for our behavior. That's all." She said. "But you must understand, our families . . ."

". . . are in Canterlot." Maud finished, eyeing the pony suspiciously. "Just like ours."

Cherry nodded. She understood that. "It's just that . . . with all the princesses being captured an all . . . we jus didn't have any hope left. That's why we went after that dragon. I hope you understand that."

Silence fell between them. Maud took one look at Spike and then stepped up towards Cherry. The intimidated pony backed away a couple steps, her eyes following Maud's every move. The rock farmer continued her approach on the cherry picker, until Cherry had tripped over her own hooves, and landed squarely on her flank.

Staring down into Cherry's eyes, Maud simply said, "And because of you, some of us were almost killed. I hope you understand that."

Cherry didn't respond. She just nodded her head.

Blinking once at the pony, Maud moved away from her and back to Derpy and Spike. "Let's go." She said. Then shuffling past Cherry Jubilee, the trio left Dodge Junction behind them. Wandering into what was left of the desert, they moved one step closer to the Dragon Lands.


	24. Chapter 24

Here is another chapter! A bit of a shorter one this time, but I do hope that everyone will enjoy it all the same. We're closing in on the end. Roughly four or five more chapters to go and then this story will be done. Hard to believe! Anyway, I hope everyone is enjoying it, and please leave a comment if you can. Would love to hear people's thoughts, and I'll see you all with the next chapter! Happy reading!

 **Chapter 24**

Stumbling through trees and long prairie grass slowly turned into trudging through the muddy swamp water of the Hayseed Swamp. Mud stuck like gum to the bottom of hooves, reeking of algae, fungus and rotting vegetables. An assortment of flies and mosquitos buzzed around anything that moved. Both Derpy and Maud constantly flicked their ears, trying to keep the little buzzards away from their faces.

Poor Spike could barely keep up with the other two as the mud had sucked him in up to his waist. He grunted from just lifting a foot out of the muck. "I don't know about you two, but I can't wait to be out of this mess." He said.

Derpy, who'd recently unfolded her wings just to pull herself off the disgustingly squishy earth, nodded in agreement. She had to fly close to the ground, otherwise she'd be raked over by the scrambled dead branches of the surrounding trees. "It's not exactly the Everfree Forest . . . Do you need some help?" Derpy asked, when she'd noticed Spike had stopped walking.

The dragon lifted each of his feet to no avail. "Yeah, sorry. I don't know how you girls . . . how Maud manages to keep moving. It's like we're walking through wet cement."

Maud stopped and looked down. She hadn't really noticed the mud at all until she'd stopped moving. With her standing still though, she could feel the mud gently pulling her in. "We just need to keep moving."

Maud looked up in time to see Derpy yank Spike out from the trough of gunk he'd found himself in.

"Do you need a ride?" Maud offered.

"That would be great," Spike said, "but, I'm a little dirty now."

"I don't care."

Spike shrugged." In that case . . ." and he quickly clamored over to Maud before the earth could suck him in again. Jumping onto earth pony's back, some of the mud ended up getting flung off his legs and onto Maud. "Sorry."

Maud just shrugged, and silence once again fell upon the three as they continued further into the swamp.

Derpy found herself constantly taking glances at the pony beside her. After what had happened in Dodge Junction, she'd grown quite worried for the rock farmer. Maud had been so close to leaving them for Canterlot, and then all hell had broken loose in the town. Those ponies kidnapping Spike, and then how the Sun Flares showed up and almost got their hooves on Spike. It'd been only sheer, dumb luck that Derpy stumbled across the mirror exploit. Had she not, then Day Breaker would most certainly have the little dragon.

In a way though, and Derpy hated this thought. She was glad that those ponies had tried to kidnap Spike. If they hadn't, Maud probably would be long gone towards Canterlot by now. She assumed that the whole ordeal knocked some sense, or some fear into the earth pony. Still, the question itched in the back of her head like a nasty ole bug bite. What had made Maud so desperate to want to split up?

Derpy watched Spike. The dragon was giving some basic directions on the quickest way to reach the other side of the swamp. They must've been closing in on the shoreline if that were the case.

When silence did eventually fall between the two, Derpy lowered herself to just a hover next to her friends. "Maud?" She asked cautiously.

The earth pony looked over to the pegasus in response.

"Back in the desert . . . what made you want to go to Canterlot?"

"I'm worried." Maud replied. "About Pinkie Pie . . . and the others."

"We all are Maud." Spike added. "And we're moving as fast as we can." Then glancing over the edge of Maud's back, he stared down into the bubbling muck of the swamps. "Well, as fast as this swamp will let us anyway."

"Did something happen at Zecora's?" Derpy asked after the earth pony failed to answer.

Feeling the eyes of both friends on her, Maud let out a sigh. Looks like she didn't have any choice. Being selective in her wording, she eventually said, "Back at Zecora's, I met the pony who saved us."

"Who was it?" Derpy asked.

"It was . . ." then Maud stopped. "I don't know." She lied. She wasn't sure what caused her to lie, but for some reason, Maud felt uncomfortable telling her friends the truth. Perhaps it had something to do with how Luna was hiding, or the shameful state she'd fallen to. Luna barely resembled a princess when she'd seen her. Perhaps it was best to keep her in the dark, at least for now.

"Well, what happened?" Spike asked. "What'd they say?"

Keeping herself trotting down a rather sloppy path of squelching, sewer like mud, Maud drooped her head a bit. The memory of Luna's words was still fresh in her mind. "They said something bad was going to happen on the next red moon. Something awful." Again, she found herself holding back. "I don't suppose you know when the next one will be?"

Spike glanced over to Derpy who just shook her head in confusion. "No idea." Spike answered. "Did they say what was going to happen?"

Maud only nodded.

The conversation died off into the thick, grimy air. Neither Spike nor Derpy had the heart to ask Maud just what it was that she'd heard. But neither one knew how to cheer the earth pony up. The silence grew heavier as the they moved through the swamp. The chilled, wet air sending a shiver down each of their spines.

Spike wondered more about Twilight and the others. Just what kind of state was she in? He hadn't seen her, or the others for so long. And just how long had it been since they abandoned Ponyville? Days? Weeks? Everything melded together, making it difficult to tell. Spike couldn't help but feel a bit anxious.

 _What did Maud hear? What did that pony tell her?_ The question circled over and over in his head. If something terrible was to happen, maybe they could stop it. _Should I ask . . ._ His thoughts trailed off, wondering if Maud would even expand upon what she'd heard.

Suddenly, both Derpy and Maud stopped dead in their tracks. "Spike, what should we do?" Maud asked.

Looking out past the two ponies, Spike's gaze fell upon something he did not expect. A changeling, well more specifically, a dead changeling laid out in the swamp before them. Its head twisted around, with a chunk of its chest missing. Dried blood stuck to the ground, and bone with muscle protruded from the creatures' body. Flies had already gathered around the wound and over the thing's eyes, feasting down on it.

Spike gulped, holding back the sickening churning that knotted his stomach. "I don't . . ." He started, but stopped when scanning the area, he found another. Then another, and another. Maud slowly stepped forward, walking around the bodies. "What happened here?" Spike asked.

As far as the eye could see, dead changeling after dead changeling coated the earth in grey and red. The smell was overpowering, dizzying the little dragon with the rancid odor of scorched flesh and rigor mortis.

"It looks like some kind of battlefield." Maud whispered, carefully leading Derpy and Spike around the charred remains of countless changelings. Even the ground had stiffened up, as if it had died with all these creatures.

"Do you think someone is fighting back?" Maud asked.

"I don't think so," Derpy whispered. She'd wanted to close her eyes, wanted to leave this place far in the dust. But she had to stick together with her friends. And what the pegasus saw, told a different story. As much as she'd pushed the memories of Cloudsdale out of her head, they came swarming back in at the sight of the mangled mess of corpses. If ponies were attacking, they weren't doing so with fire. It would've been with spears, and swords.

"I don't think a pony could do this." Derpy explained. She caught sight of a gaping hole in the stomach of one of the changelings and turned away. Its tongue had been hanging out, eyes rolled back. The thing's legs broken and sprawled out; almost as if it'd been shot out of the sky.

"Then what?" Spike whispered, tightening his grip on Maud's mane.

"Sun Flares." Maud answered almost immediately. It was the only thing that made sense, the only thing that could do such damage. "Something must have happened between the changelings and Day Breaker."

"That's a good thing, isn't it?" Spike asked.

"Maybe." Was Maud's only words. "Let's get out of here."

The others nodded in agreement and started to silently move past the bodies. Derpy kept to the air and Maud tiptoed around what she could. As they crept along, a sound resembling a whisper froze the three on the spot. A choked cough sounded out and Derpy was the first to react.

The pegasus glided over the mess of bodies until she came across a slumped over changeling against a rock. He'd been impaled upon a broken tree branch, with the sharp end protruding from his gut. Somehow, the stake had missed all his major organs, and the poor thing had been left to die. His body trembled, blood leaked down from his lips.

Derpy hovered near the creature, with both Maud and Spike following closely behind her. She looked over to her friends, confused as to what to do about him.

The changeling shivered as the icy hand of death slipped in close upon him. He lifted his head and was aware of the three. "W-Who are you?" He asked in a raspy voice.

"We're . . ." Derpy started, and then stopped. She did not know how to answer the question.

"H-Have you seen Queen Chrysalis? Is she alright?" The changeling asked, desperation in his voice.

Maud only shook her head. "We assume she's in Canterlot."

The love sucker gagged, sputtering out a mist of red. His head dropped, the strength to even meet their gaze leaving him. "S-She's in danger . . . p-please . . . you have to help her . . ."

"Then Day Breaker has turned against her." Maud concluded.

The changeling nodded. "She's trying to be rid of us. S-She's up . . . to something." The changeling tried to pull himself off the branch, but his legs had long since forgotten how to move. He slumped back down and said in a hopeless voice, "She'll kill us all . . . S-She's crazy. We have to save the queen. We have to."

The changeling forced his head up, to see the three one last time. Whether or not he realized they weren't actually changelings, no one was really sure. But it didn't matter. For when he dropped his head once more, he was gone. His breathing stopped. His heart went still. For a moment, it felt as though all life, and all the air had been sucked out from the swamp.

"We should go." Maud said to a befuddled Derpy and Spike. "We're running out of time."

Neither Spike nor Derpy answered. The two silently agreed and Maud steered them back onto course, past all the bodies and towards the edge of the swamp.

* * *

Tremor stood in the dilapidated throne room of the Canterlot Castle. He'd just received word from members of his squad who had been tracking Spike's movements. They'd tailed the little dragon into Dodge Junction, and would have made a move, but Day Breaker's minions had to show up and ruin everything. All was not lost though. He'd gained vital intel on the weakness of these otherwise impenetrable beasts. Something Queen Chrysalis would be only too happy to hear about.

Speaking of Day Breaker's shady creatures, Tremor stood in this throne room not alone, but alongside the sole Sun Flare that had survived the attack in the little town. While he'd ran and flew in escape from these things, he never actually thought he'd be standing next to one like this. The thing radiated heat from its body, and ash flaked off its skin like dandruff, drifting onto Tremor's body.

"So, you've finally returned!" Day Breaker announced, entering into the throne room. Her expression changed almost immediately when she found that only one of her three Sun Flares was standing; and empty hooved at that.

Tremor, having not been given any permission to speak, waited and watched as the Sun Flare somehow telepathically relayed information to Day Breaker. He understood well enough the content of the discussion as he watched Day Breaker's mildly annoyed expression slowly transform into one of uncontrollable rage. Even her mane and tail exploded to life with powerful flames funneling up to the ceiling.

"How?! How is it that they defeated you?!" She stormed towards the Sun Flare.

Again, the thing silently transmitted its answer and Day Breaker's mouth fell open. "Mirrors?! Well that's just utterly ridiculous and . . ." The alicorn stopped. A realization hit her and she said, "So only the magic that created you can bring about your demise. A lucky little find indeed." Day Breaker appeared to consider this and eventually said to the beast, "Go then, gather the remainder of your brethren and bring them to the castle. I can't afford to be sending you out any further."

The Sun Flare vanished from sight, and suddenly Tremor was left alone with the alicorn. He waited with baited breath. Day Breaker paced back and forth. Her grip on things had managed to slip, if only a little. The frustration of allowing one's enemy to discover and exploit a weakness such as this, Tremor could only imagine the rage that festered inside of the alicorn.

"Changeling." She finally addressed him.

"Yes?"

"How long would it take for your soldiers to capture that nuisance of a dragon?"

Day Breaker had her back to Tremor. He could only guess the thoughts shoving around in her head. "It shouldn't take too long. They had arrived in Dodge Junction around the same time that your Sun Flares did. With as close as they are, I am certain they could capture Spike for you in short order."

Day Breaker took in a deep breath. "Then do it. Bring him to me."

"What of his companions? Surely you know that he is not travelling alone. What should we . . ."

"Kill them."

"E-Excuse me . . ."

Day Beaker spun around and faced Tremor. She glared down at the changeling and commanded. "Kill them. Or eat them. I don't care what you do to them, but just get rid of them. All I care about is the dragon. He was one of Twilight's closest friends after-all. There's no telling what he might do." Then calming herself down, Day Breaker took in a deep breath, and then let it out. "You're dismissed."

Tremor nodded. "May I speak with Queen Chrysalis before I leave?"

"No." Day Breaker answered immediately.

Not wanting to press his luck, Tremor turned to leave. He stopped though when Day Breaker called out to him once more.

"Changeling. You have not addressed me once as your queen during this entire briefing. Might I ask why?"

Tremor stopped. He certainly hadn't forgotten Day Breaker's request to refer to her as queen. He had only hoped that she had instead forgotten. "My sincerest apologies Queen Day Breaker. It was a mere slip of the tongue."

Day Breaker only scoffed. "Slip of the tongue? Don't let it happen again. Now get out."

Tremor bowed his head, and left Day Breaker to her thoughts.

* * *

"Hang on Derpy, we'll get you down!" Spike hollered from below.

Maud watched as Spike clambered up the tree towards the tangled pegasus. After leaving the Hayseed Swamp behind, they'd wandered into a bit of a jungle to say the least. The trees had grown thick, with vines thrown about like party streamers. If not for the overwhelmingly greenery of everything, Maud could've mistaken the setup as another one of her sister's wildly unwieldy parties.

With the excitement of leaving the swamp and its mass grave behind, Derpy had charged head on into the jungle. The pegasus' spike in enthusiasm was also impart due to her seeing the coast just beyond the trees. Of course, such a revelation meant they were almost at the Dragon Lands. It also meant that with such recklessness, Derpy had wrapped herself up in hundreds of vines shortly thereafter.

Maud waited below. She could hear Spike's fire breath emitting like a blowtorch against the vines. Her head raised to watch for a falling Derpy, and Maud cursed under her breath. They were wasting their time with this nonsense. If Derpy hadn't flown into the trees like this, they'd probably be on the other side of this jungle by now.

"Don't move." Spike said from above.

The sound of ripping and tearing echoed down through the branches. Another rip and then branch after branch broke as Derpy fell down through the web of leaves and bark. Keeping her eye on the prize, Maud stirred herself around, trying to guesstimate the pegasus' landing. Derpy probably could've flown out to safety, but between the unravelling of the vines and the tearing of the branches, she'd never get a clear chance to open her wings.

Maud took a leap two-feet to her right. A second later, Derpy tumbled down on top of the earth pony. Their heads bounced together and the sudden force of Derpy's landing flattened Maud against the dirt. She let out a groan and puffed out a cloud of earth in frustration.

"S-Sorry Maud," Derpy said, hurrying to climb off the earth pony. "You alright?"

"I'm fine." Maud answered. The earth pony dusted herself off from the spectacular face plant she'd had with mother earth. "What about you? You didn't hurt yourself on the way down did you?"

Derpy shook her head. "I don't think so." The pegasus inspected each of her wings, feeling a touch sore, but no pain that she wasn't already familiar with. As with any fall, her wings ached and her back creaked. Derpy knew though that such minor aliments would pass with time. Her eyes though, must have lingered on her left wing just a touch too long though, because soon Maud had her snout pressed up against it. "R-Really . . . I'm okay." Derpy insisted.

Maud looked ready to argue with Derpy on the matter, but she stopped when the sound of Spike's claws grazing over the hard bark of the tree announced his landing. Plucking himself free from the wooden pole, Spike hurried back over with his friends. "Everyone alright? I saw the landing. It didn't look pretty for either of you."

"We're fine." Maud said. She'd considered questioning Derpy further on the matter, but if the pegasus said she was fine, then Maud would just have to believe her. Besides, though the landing had been hard, Derpy still carried herself just fine. She didn't limp or drag her wings the way she had when first they'd met. More importantly, they didn't have the luxury of time to go through a whole physical every time someone might be hurt.

With that, the three started up a slow trot towards the edge of the jungle. Derpy took the lead, hovering a few feet off the ground. She allowed her body to softly zig zag from side to side and she kept out far enough ahead that both Maud and Spike had to keep at a brisk jog just to keep up. Obviously, Derpy had just as much desire to get this over with as Maud did. Maybe more when Maud thought about it. Her sister was missing, and so were her friends. That was bad enough. Derpy though, that pegasus had actually battled against the changelings before Maud had even entered the picture. There were scars there, under those feathers and fur.

"Maud," Spike softly asked from the side. His voice had been faint, probably to avoid the curious ears of their delivery friend. "Can I ask you something?"

"Sure." Maud said, not breaking pace with the little dragon.

Spike appeared to choose his words carefully. Maud had an inkling about what he might ask. Then sure enough, "You said something bad would happen to Twilight and the others. W-What's going to happen to them?"

Maud bit her lip. She thought over the ramifications of telling the dragon what Luna had told her. _Princess Twilight will be turned against her friends . . . and she will kill them._ The words from the hopeless princess echoed through Maud's head. The thought of Twilight performing such a deed, it sounded impossible to say the least. "Something bad." Maud vaguely answered.

Spike sighed, clearly dissatisfied with the answer. "Like what? Come on Maud, those are my friends. Don't I deserve to know?"

"And if I told you, what would you do about it?" Maud asked. When Spike failed to come up with an answer, Maud provided the response for him. "You'd be doing exactly what you're doing now. Saving them and stopping this from happening."

"That makes sense but . . ." and Spike's voice trailed off. He was silent for a moment and Maud almost thought he'd dropped it. "Is it really that bad?"

Maud only nodded.

Spike slowed down. A sudden realization seemed to overtake his thoughts. He slowed to a crawl and finally stopped. Maud took one look at Derpy and could see the shoreline through the trees. They were practically there at this point. She watched the pegasus excitedly burst out onto the narrow beach, shouting for them to join her. Maud watched Derpy for a moment, allowing a smile to sneak across her lips. Then she looked back at Spike. He eyed the ground, a sullen look spread across his face.

"T-They're going to die . . . aren't they?" He looked up, meeting Maud's concerned gaze. "That's what the prediction was about, wasn't it?"

Sparing Spike the details, Maud walked over to the dragon and placed a hoof onto his head, petting him gently. She didn't speak one word but she nodded in confirmation.

The dragon gulped. This was certainly expected at some point or another, but to think that things had already come to this, it'd been a shock all the same. "How do they . . ." and then Spike shook his head. "No, I don't want to know that."

"It's not going to happen." Maud whispered. "that's why we're here."

"Right." Spike said. He stared up at the pony, forcing a smile over his face. He still shook with fear. His eyes threatened tears, but he stood firm. He had friends here, and they were going to help him rescue Twilight and the others. Leaning in, Spike hugged Maud. He embraced her, needing that extra support to help keep him standing. Without her, he feared he'd fall over into a broken mess.

When Spike did pull away, Maud noticed a tremble in his step. "Are you alright?" she asked.

"No." He said in earnest. "but I will be. Once this is all done, I will be."

Maud couldn't help but agree. She was about to speak when suddenly Derpy's voice hollered from behind. "What are you all doing over there?! Come on! The beach! The beach! And I can see the Dragon Lands from here!"

Spike gave the pony a nod and they both turned towards Derpy's voice. Rushing out to meet the pegasus on the white sand, Maud stopped when she saw the Celestial Sea right before them. Endless water for as long as the eye could see. And to the south, a blip of an island with a tiny smoke stack lingered just over the horizon.

"That's the Dragon Lands, isn't it?" Derpy asked excitedly.

Spike stared. "I-I think so!"

"Then what are we waiting for?" Derpy cried out.

Maud took in a deep breath. They'd made it this far and there was zero sign of the red moon. Maybe they would make it in time. Being this close, maybe, just maybe things would work out. Letting herself indulge in this notion, Maud smiled to both Derpy and Spike. It was a smile she rarely put on and could only count one other time she'd used it. With this smile, Maud said to both of her friends, "Let's go."


	25. Chapter 25

**Chapter 25**

"How's this?" Spike asked, directing the others' attention towards a fallen tree trunk he'd found just resting by the side of the beach. It was a victory for sure that they'd made it this far, but they still needed to cross the Celestial Sea. "We could use it like a canoe."

Maud and Derpy both stepped up to the log. It rested at an angle, alongside some other brush. Cast amongst the branches like some garbage, the log looked solid enough. With a close eye, Maud spotted a variety of abandoned woodpecker holes. From the sheer number of them, this thing must've been like an apartment complex to the little critters.

"Well?" Derpy asked, watching the earth pony carefully study the thing.

Maud rolled the log around, inspecting the other end. She knocked on wood and listened closely. Then spinning it back over, Maud stomped her hooves into the old bird homes. She crushed out the bark, busted off the wood that had long been damaged from fungal attack. Each time, she stopped, rolled the thing over to make sure she hadn't pushed to far through.

When finally Maud finished, she had crushed out enough of the wood to provide room for two ponies and a small dragon to comfortably sit. "It'll work."

"We could use these branches like paddles." Spike suggested.

"Good idea." Maud answered calmly.

Derpy glanced towards the sea and watched as the water crashed against the shoreline. Thick nimbostratus clouds closed in above, darkening the skies and threatening storms. Derpy knew these clouds. As a pegasus, she'd run into them all too often. "W-We should get moving." She said to the others.

"We are." Maud said, "Help us get this into water."

"What are those?" Derpy asked, having missed the whole conversation about paddling.

"They're our replacement for paddles." Spike announced. "We have to get ourselves moving somehow."

"B-But that won't be fast enough. There are . . ." and her voice drifted off as she motioned up towards the sky. A soft rumble passed on through the heavens, something that only Derpy seemed to notice.

"It's the only way." Maud explained.

"No. We should probably move faster." The pegasus said and then scanned the area. There had to be something better than branches. Otherwise not only would they be stuck out in sea, but they'd be stuck out in sea during a storm. And Derpy wanted neither.

Maud was about to speak when the pegasus cut her off. Rushing past the two in a blur, Derpy flew on over towards the edge of the jungle they'd just emerged from. Grabbing a hoofful of vines, she tugged and pulled until several of the thick ropes broke free. "I can pull you across." Derpy announced happily, thrilled with her sudden stroke of brilliance as she dropped the vines in front of her friends.

"That's a little dangerous don't you think?" Spike asked. "What if something happens?"

"But . . . there's a storm coming. And if we're not fast enough, we'll never make it to the Dragon Lands."

Derpy took in a deep breath. Her two friends silently deliberated her idea, and the pegasus found herself growing more antsy. The clouds rumbled once more, and this time, the two took notice. Even the wind bore an eerie whistle as it rustled through Derpy's mane. "Please . . ."

"Okay." Maud answered, much to the Derpy's relief. "Help me tie her on." The farmer said to Spike.

Within a matter of minutes, they'd knotted the vines securely around Derpy's chest and over her neck. The vines were soft, yet tight in how they wrapped around her body. She had enough movement with her wings and legs, but that was about it.

"Okay. Ready?!" Spike hollered.

A hole was carefully torched through the trunk. It was just big enough to run the vine through, like threading a needle. The two had also tied some small branches onto each side of their log, to assist with balance. It was a fairly shoddy boat, more like a raft, and Derpy prayed it'd hold together long enough for them to reach the other side.

"Alright! Let's go!" Spike said.

Lifting herself into the air, Derpy grunted as she pulled with all her weight. The boat dragged in the sand below for a couple of feet. Maud and Spike were out pushing to assist. The thing certainly was far from light. Derpy could feel the vines digging into her skin as she flapped her wings steadily faster. It hardly seemed as though she was making any progress until suddenly the pegasus lurched forward.

Almost losing her balance, Derpy glanced down and saw that the log had finally hit water. The two pulled out their branches to try and help paddle along. With the waves now carrying some of the weight, Derpy found it a touch easier to direct the little canoe. She pushed forward, carrying the three further into the Celestial Sea.

Up above, the darkened clouds boomed and flashed with streaks of lightning. The wet smell of rain filled Derpy's nostrils. She wouldn't be making it through this trip dry, that was for certain.

"How're you doing?!" Spike called from below.

"F-Fine!" Derpy shouted back. It was difficult for her to speak with the vines wrapped around her chest.

The dragon watched Derpy from above, watched her pulling and weaving to keep the log moving. Glancing back, the shoreline slowly shrunk with each passing minute. "Wow. We're really doing it." Spike said to Maud. "We're really going to the Dragon Lands."

"Yeah. We are." Maud answered, keeping her branch steadily dragging along the water.

Spike did his best to keep his branch moving in rhythm with Maud's. "What do you think you'll do? When this is all over I mean?"

"I'm going to go home to my family." Maud said. She took a glance up at Derpy, and then blinked her eyes back over to Spike. "I don't know after that."

"I think I'll be ready just to sleep in my own bed again." Spike said. "And it'll be nice to have Twilight back."

Maud didn't respond. She just continued rowing their make-shift boat, hoping it eased Derpy's tugging.

"We'll probably have to put Ponyville back together." Spike's voice drifted out, asking no one really. "We left it in such a mess. I wonder what it looks like." He pushed his branch through the water as best he could.

Again, Maud didn't respond. She had no words of comfort, or encouragement for the dragon. All she could do was to dunk her branch into the water and paddle along.

The voices of both Spike and Maud carried up into the air, past Derpy's ear. She couldn't quite make out what they were talking about, but she though she heard them mention Ponyville. The pegasus wondered if they'd ever see it again. Nothing could be guaranteed at this point. Not Ponyville, not Doctor Hooves, not even the dragons. They couldn't even guarantee the dragons were even going to help. Derpy breathed in a heavy breath. The vines around her chest squeezed tight and she weaved against the wind just to loosen them up. If the dragons didn't help, if they didn't come along . . . what would they do?

A splash of water suddenly tickled the pegasus' nose. Then another, and another. A moment of silence followed, and then the rain began. Derpy quickly found herself soaked. The green ropes around her body grew sticky, and slimy. The gross sensations of the vines running and rubbing over her body caused the pony to shudder. And while the wind died down, the water pelting down from above created a growing rapping noise against the sea and made the far-off Dragon Lands difficult to see.

Tugging at her reigns, Derpy took in another breath and forced herself onwards. The skies continued to darken, until the clouds above were blacker than the flesh of the Sun Flares that had chased them in Dodge Junction. Lightning stabbed into the sea far off starboard. The rumbling of the storm grew louder, as if a monster were approaching them.

Pressing onwards, Derpy let out a yelp when the boat below inexplicably yanked her off further starboard. She clung onto her bindings, beating her wings harder to propel them forward. But the jerking came again and about took the breath out of her as Derpy almost crashed into the water.

Derpy looked over her shoulder to ask what was going on. That's when she saw it. Maud and Spike must've been hollering at her for attention, but through the rain and the thunder, she'd hadn't heard them. On the port side, a growing ivory hill arched out of the water and then dipped back in. She had caught the tail end of the scaly sight as it disappeared beneath the depths. A few seconds passed and Derpy had stopped flying altogether. She was frozen in fear when the thing returned once more. This time it arched out of the water, climbing high into the sky like a mountain. It cast a shadow over Derpy and her friends. Two more arches appeared and the pegasus recognized this as the body of sea serpent.

From the way the creature's body looped in and out of the water, it was impossible to tell which end lead to the head, and which end lead to the tail.

"Derpy," Spike shouted. "Derpy!"

It took the pegasus several seconds to take her eyes off the mountainous beast. She turned her head towards Spike, darting glances between him and the creature that slowly passed through the water. A sound in the distance echoed over the seas, its voice deep like that of a train barreling down the tracks.

"Keep moving." Spike shouted.

Derpy only nodded and flapping her wings as hard as she could, the pegasus pulled the little boat ahead. Climbing back up into the sky, she tried to keep her distance from the beast. She watched as the towering body of the sea serpent moved in and out of the water with them. Derpy gulped. "I-Is it following us?" She asked. No answer. Of course, they couldn't hear her.

As Derpy pulled on ahead, both Spike and Maud watched the pegasus from below. "You think she's okay?" Maud asked. Her voice raised slightly to be heard over the downpour. The two kept up their stroking, trying to help their friend as much as possible.

"I don't know. I hope so." Spike said. He watched out over the sea at the scaly white back of the creature. It looked to be following them, but whether it was friendly or not, he could not tell. "Maybe if we just keep moving, it'll go away."

"Do you think so?"

Spike shook his head at the farmer's question. No, that was a baseless guess. In all his travels to the Dragon Lands, he'd never before seen a creature like this. It dwarfed their already tiny little stick of a boat. Water rained down on them not just from the sky, but from the water flicking off the scales of the sea serpent.

"You think she's getting tired?" Maud asked.

Just a glance at Derpy, and Spike nodded. "Yeah, I think she is." The pegasus weaved back and forth. She leaned into her straps, attempting to use her weight to drag the boat along just a bit farther. Her wings flapped sporadically, but she didn't stop. She kept on moving. Her altitude would drop and then she'd climb back up into the sky. It'd drop again; rinse and repeat. The bouncing of the waves and the weight of the rain were tolling on the pony.

"Should she take a break?"

"Yeah but . . ." Spike started, wishing to reel their friend back into the boat. "When she'd stopped flying before, we were barely moving . . . even with us rowing."

Maud agreed. They couldn't just let themselves sit out in the middle of the Celestial Sea like this. Who knows where they'd end up if they did? Derpy would just have to deal with it.

Maud sighed as she reached her branch out and gave another stroke. When she pulled it out of the water, she found most of the leaves and the twigs to be broken away. She doubted that she had any kind of contribution to the movement of their lil raft. But Maud couldn't give in now. Not when they had come so far. Dipping her branch back in, she slugged it along the side once more.

Off in the distance, Maud spotted a couple specs moving through the air. They were like dots, circling about in the distance. At first, she thought they were aberrations caused by the hazy visibility with the storm, but they were getting closer. "Spike." Maud calmly said. "What're those?"

The dragon turned to what Maud had pointed to. By this time, they'd grown in size and number. Five of them to be exact. "I don't know . . ." Spike started to answer but stopped as the wind carried a faint buzzing into their ears. Spike's eyes grew wide in terror. They'd been followed. "Changelings!"

The dragon hurried to the front of the boat, "Derpy!" He shouted. The pegasus didn't hear him. "Derpy!" He tried again. "We have to warn her!" Spike said, and when he glanced back to Maud, he could almost make out each of their forms closing in.

The earth pony pulled out her branch from the water. Breaking off a small piece, she flung it up at the pegasus. Her aim had been dead on and the chunk of wood bounced off Derpy's head.

Derpy turned her head around. She found Spike jumping up and down in the little space that he had, waving his arms. The pegasus stared at him for a moment before following Maud's gaze out past the back of the boat. That's when Derpy saw them. The five changelings swarming towards them, lightning reflected off the shimmering rain droplets dripping down their bodies.

"Move" and "Fast" were the only two words Derpy made out from Spike's shouting. Adrenaline pumped through the pegasus' veins and she pulled on ahead. The giant body of the sea serpent suddenly worried her far less than the approaching swarm. "Gotta move! Gotta keep going," Derpy whispered to herself. She flapped her wings hard and fast. Thunder rumbled above once more and the rain grew heavier.

The extra weight of the water pounding down on Derpy pulled her down towards the waves. Usually flying through such weather was highly avoided due to the lack of visibility and the high probability of crashing into something. _Don't hit the water. Don't hit the water._ Derpy repeated to herself.

Below, Spike rushed out to the back of the boat with Maud. He carried his branch in hand, his only weapon.

"They're almost here." Maud said.

Just as the changelings prepared to attack, Spike saw the sea serpent's tail rise out behind the love suckers. Like a skyscraper tipping over, the tail slammed down into the sea. The changelings scattered, but the resulting wave threw the boat into the air. When it crashed back down onto the water, both Spike and Maud rushed back to the front of the boat. They didn't have time to thank Celestia for the safe landing. "Derpy! Are you okay?!" The dragon shouted.

The vines disappeared into the sea ahead and Spike lost his breath. "N-No . . ." he whispered. He glanced over to Maud in shock, when splashing ahead pulled his attention back to the water. Somehow, Derpy managed to paddle her way back to the surface. They could hear her coughing and gagging as she propelled herself back into he air. "G-Good going Derpy," Spike whispered. The pegasus shivered and trembled. She struggled to pull herself more than a few feet into the air.

"Spike, they're coming back." Maud said.

Spike turned and sure enough, three of the changelings dropped down low against the boat. Their branches now lost, the only weapon left was Spike's fire breath. Spinning around, the dragon pulled in a deep breath.

"Don't light the boat on fire." Maud said.

Ignoring her, the dragon let loose a flurry of flames into the rainy night. The three changelings veered off around the flames, circling the boat like a couple vultures. Then Spike noticed it. The sea serpent's tail crashed down again, much closer to the boat this time. The waves catapulted them again into the air, tossing the boat around like a rag doll.

When Derpy felt them lift off the water, she used the brief momentum to throw herself forward. She wanted to take advantage of everything she could. Of course, when the boat slammed back down below, the pegasus was prepared this time. She dropped herself down to just over the water's surface, allowing for plenty of slack between her and their raft. Then forging on ahead, Derpy wiped the water from her brow. Her heart pounded in her chest, and she could feel herself panting. She wasn't sure how much longer she could keep this up.

A hoof suddenly kicked her across the face, forcing the pegasus to careen towards the left. Just as she righted herself, another hoof slammed in from the other side. Derpy backed herself up only to find a changeling on either side of her. The creatures laughed and hissed as they dove in for another attack. Zigzagging around the changelings, Derpy narrowly avoided being pummeled in the face. The screams she heard behind though, caused her to stop. The zigzagging she'd done had violently rocked the boat amidst the growing waves.

"Do it again! I dare ya!" One of the changelings mocked.

He flung another hoof at Derpy. She tried to avoid it but held herself back to avoid capsizing her friends. The hoof struck squarely on her jaw, flinging the pegasus down towards the water.

The boat tossed and turned amongst the mercy of the sea. Spike gripped onto its side for dear life as the sea serpent's tail again struck dangerously close to their vessel. "We gotta do something!" Spike shouted at Maud. He'd seen the two changelings attacking Derpy and cursed at their helplessness.

The other three changelings swooped in again, bringing the monster's tail swinging once more. With as giant as the thing's tail was, the changelings easily maneuvered around it. The boat shook violently. Some of the branches they'd tied on for stability were beginning to crack.

Maud watched as two of the changelings again hurtled for the boat. She dove across the center and shoved Spike out of harm's way. The two changelings kicked Maud and pulled up in time to avoid a full-on collision. The resulting impact with the rock farmer though flipped her overboard and into the water.

"MAUD!" Spike shouted and rushed towards where the pony had last been seen.

Derpy struggled to break free from the two changelings who'd grabbed onto her. She panted, trying to kick them away. The one already had his mouth open, breathing on her. Sweat trickled down Derpy's forehead. They were about to suck out her love. They were about to drain her. _No. Not again._

That's when Derpy heard Spike's voice and she turned her head towards the dragon. Only, he was the only one in the boat. "M-Maud?" She whispered, shock covered over her face. For a moment, Derpy forgot she'd been trapped between two changelings.

When the two changelings noticed the lone dragon, they immediately pulled off of Derpy, and kicked her out of their way. The pegasus managed to catch herself just before slamming into the water. "Spike! Look out!" She shouted.

The two changelings scooped up Spike from the boat. He screamed and kicked to get free. "Spike! NO!" Derpy cried out and struggled to free herself from the vines. That's when Derpy noticed a sudden blob float up to the water's surface. "Maud!" She cried out and immediately bolted down to the sea. Grabbing the earth pony, Derpy hoisted her back into the boat. "Maud! Maud!" She cried. "Are you okay?!"

Maud slowly turned over, coughing. Derpy breathed a sigh of relief and searched the skies for Spike. She saw three changelings dragging the dragon off into the distance. "No!" She cried out again. But Derpy didn't have time to react. The other two changelings appeared out of nowhere and kicked her back away from the boat. Following right behind them was the sea serpent's tail once more. Only this time, it wouldn't miss the boat.

Derpy tried to warn Maud, but the impact was immediate. The tail slammed down into their tiny vessel, sinking it far beneath the water. Derpy opened her mouth to scream for her friend, but her breath was suddenly cut short when the slack from the vines went taut. The bindings tightened around her chest and yanked her into the water. Derpy cried out and screamed as she tried to free herself from her bindings.

Spike watched in horror as the pegasus slammed into the water after the boat and then all was still. He struggled to free himself. But all five changelings were now on him. "Let me go you monsters!" He screamed. "Let me go!"

The changelings ignored him, and one flew down, meeting the dragon face to face. Opening its mouth, the insectoid drained enough love from Spike to render him unconscious. The changelings picked themselves up into the air, to return to Canterlot with their prisoner. Behind them, the towering ivory arches of the sea serpent slowly disappeared back into the Celestial Sea.

* * *

Twilight rested her head against the cold stone floor of her prison. Somewhere amidst the bars was Chrysalis, wasting her time with who knows what. Twilight didn't care. She was tired. Tired of this cage, tired of Chrysalis' vein attempts to escape . . . tired of seeing this false image of her friends. She felt as though she'd been trapped in a glass jar, with the whole world burning around her. And she could do nothing but bang her hooves against the walls, screaming even though no-pony could hear her.

She wanted to sleep, wanted to shut everything out, even if only for a minute. But sleep wouldn't come. Believe it or not, she was too tired even to sleep. Honestly, Twilight just wanted to go home. She wanted to leave this place behind and drown herself in something, anything to make her forget what Day Breaker and Chrysalis had done.

A loud screech echoed in through the ceiling. Twilight covered her ears as the sound grew louder. The terrible noise resembled someone flipping on a microphone too close to a speaker. The blaring noise continued for several seconds. Even Chrysalis dropped to her knees, apparently just as sensitive to the loud noise as Twilight. "What in the name of Equestria is going on?" Chrysalis grumbled.

The noise rumbled on through the caverns for several more seconds, before suddenly dying away. In its place were the sound of hoof-steps and voices.

"Are you trying to make us deaf?!" Chrysalis screamed to no one in particular.

"Quiet!" Twilight shouted. Her eyes scanned the ceiling, trying to determine whether the sounds were just being projected from somewhere in the castle, or if it was possible the voices really were right above them.

"Finally, after much trouble and aggravation, you are finally here." Day Breaker's voice echoed in through hidden sound system. "Welcome back to Canterlot, Spike."

Twilight's ears drooped. "S-Spike?" She whispered. Her heart fell in her chest. "N-No . . . this has to be a trick. Spike wouldn't . . ."

Silence was the only answer the possessed Celestia received.

Twilight kept her eyes glued to the ceiling. She stared hard, as if staring hard enough would let her see through the stone. Her mind racing with a dying hope that this was just some elaborate trick; a hoax for the alicorn's amusement.

"Where was we?" Day Breaker asked.

It was then that Tremor's voice spoke up. "Him and the other two were in route to the Dragon Lands when we captured him."

At this, Day Breaker broke out into a fit of laughter. Her booming voice echoed down over Twilight and Chrysalis. "S-Spike . . ." Twilight's voice dropped down to a whisper. Fresh tears coated her eyes. He'd been going for backup. He'd been attempting a rescue with the help of the other dragons. _Who was with him? Maybe they're still out there . . ._ Twilight's thoughts drifted hopefully. If all Day Breaker had was Spike, then maybe . . .

"And what of the other two?" The alicorn's voice echoed once more after her heartily laugh.

"Drowned." Tremor answered almost immediately. "They drowned, Queen Day Breaker. My soldiers saw to that."

"No!" Spike cried out from above. And it broke Twilight's heart to hear the dragon like this. She recognized the breaks in his voice. She understood the cracks and every tonal change. Spike was trying hard not to break down into tears. "They're not dead." He said with a hoarse voice. "T-They're not."

Day Breaker scoffed. "Such a shame. I expected more from Twilight's pet."

"I'm not her pet!"

"Whatever." Day Breaker answered, clearly a bit uninterested. "To think though, here I was expecting a great plot of retaliation and rescue from you. And all you could conjure up in that thick little skull of yours was more dragons! Like they would've stopped me!"

A large crackle of magic reverberated through the walls of the caves. Twilight began to panic. "Spike!" She cried out when she heard his scream of terror. Twilight galloped around the prison, following the hoof-steps that had to be pulling her friend around. Panting, she knew she couldn't do anything, but she couldn't leave him. She couldn't abandon him. He was all the princess had left. "Spike! Hang on!" Twilight cried out, tears flooding over her face. She could feel Chrysalis' eyes on her, watching her. She didn't care. Her friend was in trouble.

The hoof-steps finally stopped and Twilight looked down where she was. The projection of her friends lay right in front of her. Panting to regain her breath, Twilight shook her head. "Please . . . no . . ." She begged. The projection flickered. It went out for a second. But when it came back on, there was one more sleeping amongst the ponies. In the corner, Spike lay curled up on the ground. His body wrapped up tight like a frightened filly. His cheeks were wet and Twilight couldn't help but drop to her knees. "S-Spike."

"Bravo changeling! Bravo." Day Breaker's voice sounded off from above once more. "You did quite well, for a changeling that is."

"Thank you, Queen Day Breaker." Tremor's voice appeared to fumble around for a moment. "And Chrysalis my Queen? When may I see her?"

Day Breaker was silent for moment, assumedly in thought. "Soon. First, I want all of your remaining changelings to set up a perimeter around the castle. Make them my guards. Then, we'll talk about your visiting hours."

Hoof-steps were heard and then silence. The loud screeching noise bounced in through the caverns again and then all was silent. The "speaker system" was off.

Twilight laid herself against the floor. She pressed herself as close to the little dragon as she could. For a while, she just watched him. She watched him inhale, exhale, and then repeat. She saw him shiver like the others occasionally did. When Twilight could take no more, she turned her head away and closed her eyes. The princess allowed herself to cry.

Time stood still and memories of Spike and her friends rushed on through Twilight's head. She remembered when she'd hatched him, how cute he'd been. How surprised both of them were at seeing each other. She remembered growing up with Spike in Canterlot. All the running they would do around the castle, laughing and playing until their sides hurt. Then of course their trip to Ponyville, and the introduction to Apple Jack, Pinkie Pie, Rarity, Fluttershy, and Rainbow Dash. They were right there. All of them now. Together, yet who knows how far apart.

Tears streaked down Twilight's face and took in a deep, raspy breath. "W-Why? Why did all this have to happen? What could she possibly gain from all this?"

The sound of hoof-steps moved up beside her. Twilight shuddered and opened her eyes enough to stare up at the changeling queen. Chrysalis' stone face stared back. "For control. She's doing this for complete control. Surely even you can see that."

Twilight bit her lip and nodded. Yes, she understood that. Day Breaker wanted every assurance possible that Equestria would be hers. She knew that. This whole time, she knew that. Yet, something broke apart inside of her. It shattered like glass and ripped its way through her. "He was it." Twilight whispered, realizing what it was. "He was all I had left. My last hope. And now . . ."

"He's gone." Chrysalis finished calmly. "Tremor and the others captured him to ensure my safety. They were just protecting me."

Twilight nodded. "I know. I know." She said. As much as she wanted to, and as easy as it would've been, blaming Chrysalis for this one was inappropriate. Enemy or not, this was not Chrysalis' fault. "I just . . . I wish everything could go back to normal. I want my friends back. I want my life back; our lives back."

"Twilight," Chrysalis' voice was calm, almost soothing. "I don't think anything can bring things back to how they were. Those times are gone."

Twilight nodded. She gulped, swallowing the heavy knot that had formed in the back of her throat. "I know." She said. "But, I'd settled for close enough. I'd take anything over this."

Chrysalis licked her lips. "There is still my plan."

The princess stopped. "I . . ." she started, and then stopped again. Her gut reaction was to refuse. But she couldn't. What had been Chrysalis' plan again? Twilight couldn't remember. She couldn't remember anything aside from what lay right in front of her. Her friends. That's all her mind would let her remember right now. And they needed her. They needed her now, more than ever. "What was it again?" Twilight asked.

Chrysalis smiled and leaned down beside the princess. "I believe I can free us. But I need your magic, your love." The queen spoke slowly, so as not to frighten Twilight off from her idea. "With enough of it, I think I can break us out of this prison. Then together, we save your friends. We find the Elements of Harmony, and we stop Day Breaker." When Twilight stared up into her eyes, Chrysalis softly added, "Equestria will go back into the proper hooves."

Before she could even consider the repercussions, Twilight felt her lips move, and her voice answer. "Fine. I can't take this anymore."

Chrysalis hesitated. "Are you sure?"

Twilight nodded.

A wide smile formed in the back of Chrysalis' head. So wide, she struggled to keep it from showing. The moment had come. The moment she'd been waiting for, praying for in this dreary little prison had finally come.

Sliding herself alongside the young princess, Chrysalis wrapped a foreleg around the violet alicorn and pressed the mare close up to her side. Twilight let out a nervous squeak that could've been mistaken for Fluttershy. When Twilight tried to push away, Chrysalis cooed. "Shhhhh it's alright princess. I'll only take what I need. I promise."

Twilight stared back up into Chrysalis' eyes, filled with uncertainty. Her expression said it all. She was already thinking of pulling out. Chrysalis couldn't have that. Not when she was this close. Loosening her grip on her meal, the queen gave Twilight some space and asked, "Would it be easier if I took on another form? I don't have to look like myself for this."

Twilight bent hung her head down in shame. "I'd appreciate that." She whispered.

 _This is almost too easy._ Chrysalis mentally chuckled. After years of observation, of spying on the princess and her gang of friends, Chrysalis already knew the exact pony that could bring her distraught victim solace. She didn't even ask the mare whom she should turn into. Chrysalis just did it, and once her transformation was complete, she brushed a sparkling white hoof through Twilight's mane. "Twilight." She said in that bright, gentle voice. "Twilight my pupil, I am here."

At the sound of her voice, Twilight Sparkle turned to face Chrysalis. Her eyes softened, teared up as she gazed upon the Princess Celestia disguise that the changeling had slipped into. The poor thing wrought with so much guilt and pain, prostrated herself before the fake. "P-Princess Celestia." She whispered.

Chrysalis nodded. "Yes Twilight. It is me." Then she moved in closer to Twilight. This time, the mare didn't step away, but actually stepped towards her. Whether she still cared that it was really Chrysalis behind the mask, the queen didn't know. But she also wasn't about to find out. "Come closer, and rest. You've worked so hard for me dear princess."

Twilight bit her lip. Fresh tears sprinkled down her cheeks and though she fought to hold them back, she eventually burst out crying. Chrysalis moved over to comfort the young princess, draping her in a bright sparkling white wing. For a while, Chrysalis hugged Twilight, brush her cheeks with false feathers. Counting down the seconds until she could feed, she waited until Twilight had calmed down.

When finally, the sobbing subsided, Chrysalis tilted the mare's chin up and locked eyes with her. "Do not cry Twilight Sparkle," she said, leaning her own lips down towards the princess'. "I'm right here for you." Chrysalis said with Celestia's voice. She watched as Twilight nodded, a small blush singeing over her tear-streaked face.

"Celestia . . ."

The princess closed her eyes and parted her lips. Chrysalis allowed herself a brief smile. This was it. She pulled the alicorn into an embrace and pressed their lips firmly together. Twilight whimpered into her mouth, trembling. Chrysalis hugged the alicorn close to her. With one foreleg wrapped around her back and the other combing through her mane, Chrysalis indulged the princess with her fantasy for a few seconds longer.

Without pulling away, Chrysalis began to suck the love out of Twilight Sparkle. She felt the mare's body spasm and writhe violently below her. She did not let go. Chrysalis kept their lips connected, hugged Twilight close so that their chests rubbed together. The princess started to buck and beat against Chrysalis' sides. The queen only tightened her grip. As love poured out of Twilight and into her own body, a fresh burst of power pumped into her veins.

 _More. I need more._ Chrysalis brushed her lips around Twilight's into a mangled kiss. When Twilight opened her eyes, pleading with Chrysalis to let her go, the queen did the opposite. Like a filly squeezing a juice box to empty out every last drop, Chrysalis squeezed Twilight against her. Her horn lit up with the overflow of power and the queen stared into Twilight's weakening gaze. _You're mine Twilight. You're mine._ She concentrated, her hypnosis wearing into the alicorn.

When Twilight's body grew weak, her protesting deteriorated into only the flapping of her tail. Her eyes started to roll back, glowing green. At this, Chrysalis cutoff the flow of love and finally broke her passioned kiss with the princess. She let Twilight's unconscious body drop against the cold, stone floor.

A large smile spread across Chrysalis' face. She licked her lips and smacked them together. Finally discarding the Princess Celestia disguise, Chrysalis stepped over Twilight and kicked the princess onto her back. She grunted in pain but did not awake. "You're a far sadder excuse for a princess than I ever could have expected, Twilight Sparkle." Chrysalis burst into laughter, something she thought she would never again do. "But, you were a very good _kisser_." And leaning in, she pecked the princess on the cheek, and whispered, "I'm sure we'll be doing this again."

Then turning away from the sleeping Twilight, Chrysalis looked towards the bars. "Now. Time to prepare our escape."


	26. Chapter 26

Hey everyone! I apologize for the delay with this chapter. I actually probably would have had it finished sooner, but about a week or so ago, i became quite sick. It took a couple days away from me in regards to working on this chapter. Kind of a shame it had to happen, but it's pretty much over now except for a lingering cough.

As for this chapter, you'll probably notice I switched to using the correct spelling for Applejack and Daybreaker. It's something I've been looking at doing for a while now after I started seeing comments mentioning it. The other chapters have not yet been updated to have the correct spellings, but I will definitely be looking into that once I've finished this story.

Otherwise, I do hope that everyone enjoys it. Feel free to leave me a comment if you can. I always love to hear people's thoughts. And I'll try not to take so long with the next chapter. Anyway, thanks for reading!

 **Chapter 26**

Twilight groggily rolled over, half-asleep. Her body weak, and aching. Her chest heavy with each breath, flashes of what seemed like a dream passed through her head. At least, she wished them to be a dream. The cage, Chrysalis, then Celestia . . . a kiss, and then pain. Pain that crushed her body and sucked out her being. Then blackness. These memories ate away at Twilight's drowsiness, until she had no choice but to open up her eyes.

The cage, they were still in the cage. Chrysalis sat beside Twilight. The queen looked to be sleeping. So calm and content, it was then that Twilight realized she'd been nuzzled up against Chrysalis' side. Her body pressed firmly against the queen's chitin. Why? Why weren't alarms ringing loudly in her head? Why was she so comfortable next to Chrysalis? It almost felt natural, like she belonged here. Twilight pressed a hoof to her forehead. How much love had the queen sapped out of her?

Slowly standing on all fours, the princess wobbled away from the slumbering changeling. Twilight needed her bearings. But each step she took away from Chrysalis somehow caused a drop in temperature. By the time she'd reached the projection of her six friends, she was freezing cold. It was then that Twilight realized she'd been sleeping with Chrysalis on the opposite side of their prison. It took everything inside her to keep from running back to the queen's warmth.

 _Did I do the right thing?_ The words of doubt were faint, just barely making it through the cracks of her clouded brain.

"Twilight. You're up already?" Chrysalis' voice softly carried over from the other end of the cage.

"Queen Chrysalis . . ." Twilight said, turning away from her friends at the soothing words. "What's happened to me? Why do I feel so different?" She hadn't even noticed that she'd addressed Chrysalis as queen. It came out just so naturally. It felt right.

"It's your love Twilight." Chrysalis said. "You're probably feeling a bit drained at the moment. Come, rest next to me and you'll feel better. Tremor is already on his way, and you'll need your strength for what is to come."

The invitation to rest once more next to the queen sounded wonderful. Twilight nodded her head and walked back over to Chrysalis' side. The screaming in the back of her head warning of danger had been reduced to an inaudible whisper. Twilight seated herself next to Queen Chrysalis, her body once more pressing up against the changeling's side.

"Why aren't we out of here yet? I thought you said my love would be enough."

Chrysalis only smiled. She ran a hoof through Twilight's mane. "It is plenty, trust me on that Twilight. But we mustn't rush things. Once we escape this prison, we'll have Daybreaker and her Sun Flares on us. We need to be prepared for that. Don't worry. We will be out of here shortly."

Twilight nodded her head and closed her eyes. She'd only meant to close them for a second, but somehow managed to drift off back to sleep. This time though, her dreams were devoid of her friends. Instead, her dreams wandered off into a carefree wonderland that she hadn't experienced since she was a filly. Books on top of books on top of books. Not a friend was in sight, not even Spike. Somehow, this didn't bother her, didn't phase her. She had her books, and an eternity to read through them. Nothing mattered. As Twilight flipped through page after page, she noticed a figure staring down at her from one of the second story windows. Twilight paused her reading and squinted through rays of sunlight that leaked into her study. At first, it was only a silhouette. She couldn't make out their face. Then slowly, she realized that it wasn't a silhouette or even a shadow but was the dark chitin of Queen Chrysalis. The queen watched Twilight, with a growing smile across her face. And it was comforting to know she was there.

The imagery soon vanished and Twilight found herself sucked into a black hole that appeared underneath her hooves. The books vanished along with the castle. They faded off into blackness. Suddenly she could see her breath, her body shivering. As if she'd been tossed out into the snow, the princess heard her teeth start to chatter.

Twilight's eyes shot open. The cold was real. She glanced around and found that Chrysalis was no longer by her side. Just as before, she couldn't bear to keep herself too far away from the queen. Her mind clouded, there was no longer an argument not to join Chrysalis at the edge of their prison. Though still tired, the extra nap had taken away the uneasiness in the princess' step. "What's going on?" She asked.

"Nothing princess." Chrysalis answered. "My loyal changeling Tremor has just arrived."

Sure enough, on the other side of their cage, stood the lone changeling Tremor. He held in his hoof a large pile of necklaces. Each one bore a shard of some kind of green crystal. Twilight felt as though she should recognize this gem but could not put her tongue on where she'd seen it before.

Each of the necklaces had been bound together, into one thick hoop of string and gem.

"Just as you instructed my queen, everything is ready for escape." Tremor said, showing Chrysalis the necklaces, and bowing to her.

"Excellent." The queen smiled. "Twilight, this is what we've been waiting for. It's time for us to make our grand escape." Then pushing the princess back, Chrysalis said, "Step back."

Twilight did as she was told, without question. She watched the queen lower her head against the bars. Just as before, the cage glowed an angry red upon detection of magic. Chrysalis however ignored it. The queen spun out a bolt of green, electric-like magic. It fizzled and popped against the red barrier. Focusing her shot like a laser, the changeling increased her output. The thin little spark of magic soon became a winding tornado of energy, drilling into a single point on the barrier.

A sound similar to thunder echoed through the caverns. One glance about the cage and Twilight found the red barrier starting to warp. It twisted and knotted around the bars. The barrier jerked and bounced against the queen's magic, trying to force it back in.

Chrysalis however, wasn't done. She dug in her hooves and with a grunt forced more magic out from her horn until a steady glow of green enveloped her body. The beam of magic from her horn suddenly exploded through the barrier, creating a hole about eight inches in diameter. Gusts of wind from unknown origins swept up around the inside of the bars, trying to force the break in the dome shut.

Twilight considered adding her own magic to assist but dared not interfere or distract the queen. In fact, with the magic Chrysalis had gained, she looked far from being fatigued. Quite the opposite, when Chrysalis saw her magic penetrate the cave wall on the other side, she only chuckled. Then with a sweeping motion of her head, she grew out her beam of magic. As it bounced against the sides of the barrier, the thunderous bending and cracking of the dome only grew louder.

Chrysalis' magic ate away at the edges, and just when she thought it might not be enough, cracks sprinkled to life around the reddened walls. Like a pony walking across a thin sheet of ice, Daybreaker's protective spell collapsed with the same shattering sound reverberating through the caves.

"You did it!" Twilight cried out.

Chrysalis only laughed. All that was left was the cage door. Whipping her head back, the queen fired off another blast of her magic. The door stood no chance and was ripped off its hinges. Hurled into the blackness of the caves, a soft thump was heard when the door smashed into a far-off wall of stone.

Chrysalis had already stepped out of her prison when she called back, "Twilight. Come!"

Jumping at the call to her name, Twilight answered, "Yes Queen Chrysalis." And she rushed out of the cage in time to see Tremor place the wreath of emerald shards around his queen's neck.

Beaming proudly with the dangling shards around her chest, Chrysalis wore a smile that wrapped around her face and barred her sharp teeth. "Now is our time. Now we take back Equestria from that damned Daybreaker! Twilight, come!"

* * *

Derpy bolted up. Water dripped down from her fur and mane. She gasped for breath, her body shivering from the cold. _Land? I'm on land? How?_ The pegasus stumbled onto her four hooves and then nearly fell over again. It took her several seconds to calm down. Had they made it? Was this the edge of the Dragon Lands? Derpy couldn't tell. Everything looked exactly like the beach they'd pushed away from.

"We . . . We didn't get turned around . . . did we?"

As if to answer her question, a loud screech from above caught Derpy's attention. She gazed up into the darkened sky in time to spot a pair of silhouettes flying overhead. The pegasus craned her neck to follow the creatures. They flew off into the distance, over a jungle leading deep into the island, and then up the towering summit of a smoking volcano. They were gone. But they had definitely been dragons.

While the sound of the airborne behemoths had been terrifying, Derpy's eyes widened in shock when she saw the reddest moon she'd ever seen hanging high overhead. Clouds drifted over and between, creating crimson shadows cast across the beach. What was it Maud had said about a red moon? If she remembered correctly, Maud had said something bad was going to happen. Derpy's mind raced. Was it something with Spike? O-Or maybe with the others in Canterlot?!

"Maud!" Derpy cried out. Rejuvenated from fear alone, the pegasus leapt into the sky. "MAUD!" She cried out again, circling over the beach.

 _Where is she? She has to be alright._ Derpy consoled herself. She didn't know what she'd do if Maud wasn't here. The pegasus dropped in low, combing over the beach and towards the jungle's edge. Even with the bright blood red moon shining down from above, the night sky still obscured many of the objects in the sand. More than once, Derpy stopped, thinking she'd found her friend; only to discover it was a rock or some other formation.

"Maud!" The pegasus shouted out once more. "Where are you?! It's me, Derpy!"

As time went on, Derpy's heart began to sink. Her voice grew hoarse. She wasn't finding Maud. The pony wasn't here. _No! She's here! I'll find her!_ She argued with herself, dropping in low over another patch of sand. Once more. Nothing. What would she do? She had to find Maud. What if the pony was still out at sea? She'd have to go back. But where would she search? Maud could've drifted anywhere. She could even be afloat some scrap of wood in the middle of the Celestial Sea! How would Derpy ever find her?!

Running out of breath, Derpy crashed landed near a small palm tree. She panted, heaving for air. Tears dripped down her face. "Maud . . ." she whimpered. Derpy couldn't stop herself from crying. She was alone. Spike was captured and Maud was . . . who knows where Maud had drifted off to. She could be dead for all Derpy knew.

Curling up near the tree, Derpy stared up at the crimson moon. Now that she had stopped moving, she realized how cold she'd gotten. Her coat was still wet, and the air already possessed a chill that would rattle bone. She needed to keep moving, needed to press on. But suddenly she couldn't stop shaking. The pegasus decided she'd take a rest, only for a minute, and then she'd continue. Maybe the dragons could search for Maud on the way back. That had to be it. She couldn't lose hope. Not now.

Derpy relegated herself to watching the tide. It was rhythmic, and soothing. She found it eased her nerves by providing a distraction. That's all she needed. Something to look at until she could muster up the strength to fly up to those dragons and . . .

 _Screeoonnchhh!_

The battle cry of one of the dragons echoed down from the sky and Derpy yelped in terror. No, she didn't want to go up there. Not alone. _But I have to. I-I'm all that's left._ Her mind reminded her and the pony turned back, staring up and over the jungle of greenery and the rising summit of the island's volcano. Derpy took in a deep breath. The sooner this was over the better right? Then everything could go back to normal . . . right?!

Derpy took in a deep breath. Maybe she was ready, maybe she wasn't. But she was going to try. But before she could take off, the tide behind her rushed in at an alarming rate. The sea tossed up waves a foot or so high that drenched the pegasus' hooves.

Derpy turned back to see what had happened and her mouth dropped. Rising out of the water was the head of a dragon. Its head was at least the size of Twilight's castle back home. It's sparkling white scales shimmered from the moon's crimson rays. Two misty blue eyes, each the size of Derpy's head stared back down at her. She stood motionless as the beast ran its tongue around two long pointed fangs that hung down from its upper jaw like a rattle snake.

Derpy pressed herself against the trunk of the tree she'd been resting under. If this thing had any thoughts on devouring her, she didn't have a chance.

For a moment, the dragon just stared at her. It didn't move, it didn't flinch. It just stared. Its eyes briefly glanced up at the red moon, as if it knew the significance of its color. That's when the beast lowered its head and attempted a bow at Derpy.

The pegasus sat confused, watching the dragon's movements. But that's when she saw something resting on the tip of its nose. Not just something, but someone! As the moon's rays glinted across the creature's snout, Derpy was able to make out the form of a pony. She felt her eyes go wide, and without thinking, she jumped out into the air. Flying over to the dragon, she gazed down and sure enough was Maud Pie, laying unconscious right there.

"T-T-Thank you . . ." she decided she needed to say. The beast only nodded his head in response.

Then softly, the dragon lowered his nose until the tip pressed lightly into the sand. With the change in angle, Maud slid off his scales and onto the beach. The dragon backed off from the shore and was gone. It was only after the thing had fully vanished did Derpy realize who it was. It had been the sea serpent that had followed them through the Celestial Sea.

"D-Derpy?" Came Maud's faint voice.

"Maud!" Derpy exclaimed and flew to the earth pony's side as fast as she could. "You're alright!" She said, "You're really alright!" Without thinking, she leaned in and embraced the pony. Fresh tears streamed down from her eyes. She wasn't alone. Maud was okay. "I-I thought I'd lost you." She whimpered into her friend's soaking mane.

"I'm glad I didn't." Was Maud's monotone reply, a tone Derpy had long grown accustomed to. "What about Spike?"

Derpy gulped. "They got him." She whispered, hanging her head. "I'm really sorry Maud but . . ." and she gazed back over to the red moon hanging high in the sky.

When Maud's eyes fell upon the moon, her body went limp. They'd failed. They'd come so close, so very very close, but it was too late. Had it started? Maud didn't even want to think about it. If what Luna said was true, then right now, right this very moment . . . Maud shuddered. Even when Derpy stepped away for her to get up, she didn't. It didn't matter. None of it mattered anymore. "P-Pinkie . . ." she whispered.

Derpy watched her friend, watched Maud's heart break right there. She couldn't imagine what must be happening. What this must mean. And, she didn't think she wanted to know. But at the same time, seeing Maud like this, Pinkie's strongest sister, giving up like this, she couldn't take it. "M-Maud . . . maybe it's not too late . . ." Derpy said, trying to sound optimistic. "M-Maybe it just went red. Maybe we still have a chance."

The earth pony turned to face Derpy. "Do you really think so?"

"Yes!" Derpy lied. Well, she wasn't sure if she was lying, but she couldn't give up. She couldn't and wouldn't let her friends down. "I'm sure of it! We can still make it! Come on! I'm sure the dragons are just up at the top of that volcano!" And she pointed up towards the sky, where the red glow of the volcano center towered over the island.

"Are you sure?"

"It has to be! I've heard all kinds of dragons flying overhead. That had to be where they were going!"

Derpy watched as her friend tried to stand. She didn't know how much of what she said was believed. To be honest, she wasn't even sure she believed it. But it didn't matter. They had to keep moving. She had to keep moving. Derpy had almost gone crazy without Maud being here. And she was certain to go crazy if she stayed any longer.

The earth pony stumbled when she attempted to stand. Derpy reached out to catch her but Maud managed avoid toppling over. A small tremble in her left eye was the only indication Derpy saw that Maud was in pain.

"What's wrong?"

"My leg," Maud motioned down at her right foreleg. "I think it's twisted."

Maud slowly stood on three of her four hooves. She slowly lowered her hoof. Only touching it on the ground felt like she'd punctured her hoof on a thousand needles. She immediately pulled her leg up and then sat down. Maud's ears drooped and her eyes found the sand. "I can't walk like this."

Derpy's mouth dropped. "B-But you can't just give up!"

"I'm not. But I also can't walk." Maud explained. She let out a sigh. "If I try to go with you, I'll only slow you down. We'll never make it."

"But, I don't want to go alone." Derpy whispered.

"You don't have a choice. And we're out of time. I know you can do it Derpy."

"B-But what about you?"

Maud simply patted the sand. "I'll be right here. Waiting for you."

Derpy wanted to argue. But Maud was right. She knew it. She didn't have a choice in this, and she hated that. "Maybe we can pick you up on our way . . . uhh me and the dragons I mean."

Maud smiled. "That'd be great."

Silence fell between them. Derpy struggled to find something else to say. She didn't mean to stall, but wasn't there some kind of touching speech or advice to give at times like this? She didn't know. She knew nothing about these situations, never considered herself meant for these kinds of situations. She wasn't a hero, probably never would be.

"Derpy?" Maud asked, seeing the trouble in the pegasus' eyes. "Is something wrong?"

"No, I'm fine." Derpy quickly answered. "It's just . . . well I'll be back as soon as I can!"

Again, Maud nodded. "I'll be here."

Derpy search for something else to say, some kind of sendoff. But unable to think of anything, she stared up towards the volcano. It was now or never. Taking off into the sky, she flew as fast as she could towards the volcano, towards the dragons.

* * *

Chrysalis powered up her magic, focusing her energy on the large black rock that hung over Twilight's friends. After their freedom from the cage, Chrysalis had led both Twilight and Tremor to a small room on the main floor. The queen assumed the room to be an office of some sort. What with the desk and the assortment of books scattered across it, Daybreaker had probably spent hours in here trying to prolong her abilities.

The black rock that hung over Twilight's friends served a double purpose. It enshrouded a pearly white orb which Chrysalis only assumed to be the Seer Stone that Daybreaker had mentioned. The rest of the rock had holes drilled into it like a honeycomb. Golden dust sprinkled down from the holes and onto the ponies. It was this dust that kept them asleep.

Finally releasing her magic, Chrysalis easily blew apart the magnificent rock.

"Girls!" Twilight shouted and rushed over to meet her friends. They'd only just started to stir when she made it by their side. "Oh thank Celestia you're all okay!"

The first one to respond as she lifted her head up from the floor was Applejack. The earth pony stretched her weary limbs. "T-Twilight? Is that really you?" She asked.

The princess nodded excitedly. "Yes Applejack, it is. It's really me!"

"How long have I been asleep?" The farmer asked.

Before Twilight could even answer, the grunts and moans of Rainbow Dash and Rarity interrupted her. "Good morning girls." She said. Whether or not it was truly morning didn't matter. The princess just couldn't help but be overjoyed with the reuniting of her friends.

"What's going on? Where are we?" Rainbow Dash interjected. Her groggy voice going right along with her drunken attempt at flying. The spell Daybreaker had cast on the girls clearly were taking a bit of time to wear off.

"There isn't much time to explain." Twilight said.

"Twilight! Look out!" Spike's sudden outburst caused the princess to fling her head around. Every one of her friends stood poised ready for attack.

Upon seeing what Spike had gotten so worked up about, Twilight released a sigh and even giggled. Her little dragon was standing cowering before Queen Chrysalis who had snuck up behind Twilight. She couldn't help but step up to Spike and using her magic to deposit him onto her back, she said, "Oh Spike. Calm down. It's just Queen Chrysalis."

The dragon's mouth dropped open. "J-Just Queen Chrysalis?! Twilight, how can you say that?"

The princess tried to brush him off but when she'd turned back to her friends, she found all of them to be in much the same state. Each one eyed her suspiciously. From Pinkie Pie to Rarity and even Fluttershy, her five friends backed away from her when she stepped towards them. "What's wrong?"

"You can't possibly be the real Twilight. The real Twilight would never associate herself with such a . . . such a monster!" Rarity shot back.

"You don't understand," Twilight said. "Queen Chrysalis is the only reason you're free. She was imprisoned with me. We're working together to stop Daybreaker."

"And just why would we trust her?" Applejack asked, eyeing the princess suspiciously.

Even Spike hopped off her back and joined the others. And for some reason, Twilight struggled to understand their feelings. Something in the back of her mind itched and clawed for her attention. But something else blocked it, obscured what it was trying to communicate. When Twilight looked at Chrysalis, all she saw was the queen who helped her escape, promised to help bring down Daybreaker. Nothing else mattered right now.

When Twilight looked back to Applejack, she saw her friend was still waiting for an answer. So, she said the only thing that might convince them. "Because, she knows where the Elements of Harmony are. And we can't beat Daybreaker without them."

"Oh come on!" Dash cried out. "Aren't those two working together?!"

"No." Twilight answered. "Daybreaker turned on her and threw her in that prison with me." A number of groans and complaints indicated her friends were anything but impressed. "Most of her changelings are probably dead."

"I've seen them." Spike answered. All eyes fell onto the little dragon. Chrysalis especially, who hadn't expected such an outburst. Even Tremor had neglected to search for his brethren out of fear of what he'd find. "When I was passing through the Hayseed Swamps with Derpy and Maud, we stumbled on the remains of the hive . . . I think. There were changelings everywhere."

Spike's voice rambled off and Chrysalis took one step forward. "And? Were any alive?"

"One. But he didn't make it."

Chrysalis grit her teeth. _Daybreaker is going to pay for this. Oh yes, she will pay dearly._ "Reunion over!" The queen announced. "Daybreaker will be onto us soon if she isn't already. Tremor!" The queen turned to her loyal subject. "Scout on ahead. Make sure the way is clear for us."

The changeling, who'd lingered through the conversation nodded his head and disappeared out into the hallway.

"Twilight." Applejack whispered. "Ya can't expect us ta do this. Ya really can't. I mean, this is Chrysalis we're talking about here. Ya know . . . the reason the whole mess at Ponyville happened . . . the reason my family is gone."

"And what about my sister?" Pinkie suddenly added. "Spike mentioned something about Maud?!"

The dragon only shook his head. "I'm sorry Pinkie. I don't think we'll see her again . . . Changelings . . ."

"Changelings who were only after you Spike because Daybreaker threatened Queen Chrysalis' life. They had to protect their queen. Don't you girls understand?! She's been under just as much threat as I have. I know you can't trust her, but she may be our only hope to finding the Elements and saving Equestria." Turning to Applejack, Twilight added, "And like it or not, she may be the only hope you have in seeing your family again."

The farmer cursed at such a thought. Twilight turned to the others and finished, "If we need to deal with her afterwards, then we will. But right now, we have to work together on this. It's the only way."

Applejack shook her head. She looked to the others, to Rainbow Dash and Pinkie Pie, to Rarity and Fluttershy. None were equipped to doll out an answer, and so the farmer took it upon herself to turn to their friend and say with a sigh, "Very well. But we're trusting you Twilight, not her. Please . . . don't make us regret this."

Twilight smiled, nuzzling against Applejack to the surprise of all of her friends. "Thanks Applejack. And don't worry, you won't regret this."

Before any-pony could respond, Chrysalis's voice echoed from the doorway. "Come on! We have to get moving!"

Twilight was the first to gallop on over to the queen. She trotted right on over to Chrysalis and joined the changeling with a little too much physical contact. Applejack looked at the others and blinked. "Anyone else think something's up with Twilight?" The others quickly nodded and AJ just turned back. Looks like they'd have to keep an eye on their friend. Something wasn't right about this.

Spike watched his friends join Twilight alongside Chrysalis one by one. He remembered what Maud had said back in that jungle, how all of them were going to die. Did this have something to do with it? If only Spike had questioned Maud for details, maybe he'd know better how to handle this situation.

"Spike?"

A soft voice from behind the dragon caused him to spin around. "Oh . . . Pinkie Pie. What is it?" He asked the party pony.

"You said something about Maud." She said, her voice heavy, and deflated of all enthusiasm and happiness. It was a voice that just didn't belong to Pinkie's lips. "What happened to her?"

"After Chrysalis invaded, her and Derpy went with me to try and get help." Spike explained. He felt the mare's eyes staring intently, listening to every word from his lips. He needed to be careful. He didn't want to upset Pinkie Pie, despite the news he was about to reveal. "We tried crossing the Celestial Sea . . . but were attacked. The changelings captured me, but the boat we were on . . . sank. I didn't see Derpy or Pinkie after that."

"Oh." Was Pinkie's only response.

"Let's go!" Chrysalis hissed from the door and that's when Spike noticed that they were waiting on him and Pinkie Pie.

"D-Don't worry Pinkie. I-I'm sure you sister is fine. She's really tough. Saved me a bunch of times. Derpy too!"

Pinkie nodded and brushed away a couple tears. "Thanks Spike. I'm glad she was with you." Then leaning down, she asked, "Ride?"

Spike gratefully accepted and Pinkie carried the little dragon on over to the others. She got a glare from Chrysalis for causing such a delay, one of which she couldn't care less about. Then with the others, Chrysalis led them out of the room and into the castle, hopefully towards the Elements of Harmony.

* * *

Navigating the summit of the island's volcano, Derpy fought to keep her body shaking with fear. Never before had she flown into dragon territory like this. With the barren dirt and escalating heat, the pegasus had little room for error, and even less room to hide. She gulped, wishing this was over with. Every flap of her wings brought the pony closer to the screeching sounds she'd heard when first she landed on this island. _Do this for Maud. Do this for Spike. I have to hurry. Red moon . . . something bad could be happening._ Derpy kept her mind swirling with these thoughts, as they were the only things keeping her from fleeing at the sight of fire spewing up into the air.

But just where was she supposed to go? Spike had mentioned something of a dragon princess or ruler or something a while ago. It had almost seemed like he was friends with them. Derpy though, couldn't for the life of her remember the dragon's name. "Just ask for help. How hard can it be?" She told herself. "Just go up to them and ask for help. We've got some kind of peace agreement, don't we?"

Upon hearing a pair of voices coming from the mouth of the volcano, Derpy quickly bolted down behind a large rock. She'd been caught off guard as two teenage dragons emerged from the fiery pit. One was tall with dull red scales, a yellow underbelly, and yellow spikes that ended in a webbed crest on his head. He roared with laughter at the other dragon, a pink dragon who slithered around on her tail. Her legs dangled at her sides, wings folded up behind her rather slim body, with ram like horns protruding from her head.

"Yeah, and you should've seen the look on his face Ballista!" The red dragon scoffed to the pink one.

"Well knowing you Garble, I'm sure he won't make that mistake again."

"Ya dang right he won't! I wiped the floor with that measly lil runt!"

 _Does it have to be those two?!_ Derpy worried. She hoped that at least the dragons she'd meet wouldn't appear so threatening. Now she wished she hadn't hid herself. Stepping out to speak with them was far more difficult than just being spotted straight away. Derpy wiped some sweat from her brow. She realized she needed to hurry. It was far hotter up here than she'd originally thought. Even the dirt had started to burn the bottom of her hooves.

"Come on Ballista, I'll show where I found him!"

Derpy heard the sounds of wings flapping into the air. They were leaving! She had to speak with them before they were gone. _Now's the time. Don't be scared. Don't be scared._ She told herself. Then jumping out from her hiding spot, Derpy rushed over to the hovering dragons. "W-Wait! Wait! I-I need to talk to you!" She shouted, her voice squeaking as she desperately tried to remain calm.

"Hey! Lookie here!" Garble shouted. "A pony! Up here in our neck of the woods!" He mocked.

"Please," Derpy begged, jumping into the air just to save her hooves from the hot ground. "I need your help. My friends, they're in trouble!"

Garble touched back down with the earth. His wide grin stretched across his face as he approached the pegasus. "Help? And just why should we help you? What even makes you think we want to help you?"

At the tone of the dragon's voice, Derpy instinctively backed up. "My friends . . ." her voice lost much of the energy from before. "Daybreaker and Queen Chrysalis have taken over Equestria . . . we need help . . ."

"Chrysalis? Say I've heard of her!" Ballista shouted from behind Garble. "She's one of them changelings, isn't she?" When Derpy nodded in confirmation, the pink dragon added, "Them things can disguise themselves as whatever they want."

In one swift motion, Garble reached out and grabbed Derpy by her hind legs. The pegasus let out a scream as the dragon yanked her out of the air and held her like a chicken strung up by the legs. "So, what I'm hearing is that you must be a changeling of some kind, here to take over our lands!"

"N-No, I'm not a changeling . . . I swear," Derpy begged. Her heart raced, blood pumping through her body as Garble dragged her along across the volcano. His grip was so tight on her hind legs that any more pressure and he couldn't broken some of her bones. "Please . . . my friends are in danger . . . I need help."

Garble only laughed. "Yeah I bet you do."

The dragon stretched out his arm and Derpy soon found herself hovering over a pit of molten lava. The heat emanating off the boiling magma singed her mane and dried out the air. She could feel her lungs burning with each breath.

"Hey! If I drop her, I basically just saved us from invasion huh?!" Garble announced.

"My hero!" Ballista played along.

"NO!" Derpy shouted, but her pleas fell onto deaf ears as the dragon flung her down towards the lava. As she plummeted down, something boiled over inside Derpy. Something that had never before erupted was overflowing inside her. Her muscles tightened and her jaw clenched. How dare they? How dare they do this to her?! To Maud and Spike! To Pinkie Pie and the others! To Boulder!

Furious and fed up with the garbage they'd all had to put up with, Derpy flung herself at the lava and at the last second, she pulled up, using her momentum to rocket back up at the big red buffoon. He'd been too busy laughing his butt off, he never saw her coming.

Derpy's forehead connected with the dragon's chin in a shattering _CRACK_ that sent Garble toppling over backwards. Derpy just hovered and watched Garble grab hold of his jaw in pure shock. "I'm. So. Sick. Of this!" Derpy practically screamed. "I want help! I need a princess or dragon queen, or . . . or something!" Her body shook with rage as she ranted. "My friends are dying, and I'm just trying to help them! And all you want to do is throw me in lava! You won't even listen to me!"

If Derpy would've had fingers, she'd have balled them up into fists. She just couldn't take it anymore. She'd gotten so sick of it all, everything going wrong. Everything! And now all she needed to do was ask a couple of dragons for help, and this is how they acted! Why did Spike even want to come here if this is what they were like?!

"Ah . . . Ah fink she broke my jaww," Garble spat out.

Derpy turned on Ballista. She didn't know what she'd do, or even if she could do anything. But she did know one thing. She wasn't going to be caught off guard again. But Ballista looked far from interested in fighting. Instead, the dragon backed off. Her eyes were focused on something. At first, Derpy thought the pink dragon was looking at her, but then realized she was looking past the pegasus.

Turning around, Derpy found a small blue dragon flying overhead. Much smaller than the other two, she probably wasn't much bigger than Spike. The moment she saw Derpy and the others, she drifted down to them and asked, "What's going on here?"

"Uhhh . . . she did it!" Ballista pointed at Derpy and then without waiting, took off into the sky and disappeared.

This left only Derpy and Garble before the blue dragon. Was it worth asking this dragon for help? With her being so small, would she even be of any help? Then again, did it matter? Derpy had long ago run out of time. Help was help.

"Who are you?" The blue dragon asked, hovering only several feet away from Derpy.

"Uhhh . . . I'm Derpy. I'm here to . . ."

"She the one who attacked mee," Garble stuttered out, an incriminating claw directed at the pegasus. "She headbutted mee in the shin." The dragon's speech a bit slurred as he cupped his chin.

Derpy saw the dragon's eyes fall back onto her. Without thinking, she immediately flew over to the dragon and grabbed onto one of her claws. The dragon tried to pull away, but Derpy held her firmly in place. "Please, I'm not a changeling! I swear. I need help! My friends . . . they're in trouble! I need to find the dragon princess or queen or whatever . . . I need help!"

Yanking her claw out of Derpy's hooves, the dragon backed away to grab some personal space. "I am Dragon Lord Ember." She announced. "I am the current ruler of the dragons. What's going on? What do you need?"

This was it. She'd found exactly who she was looking for. Derpy wasted in no time in explaining. "The changelings, and Daybreaker . . . they've taken over Equestria and captured every-pony. They've got Twilight Sparkle and her friends, Spike, Doctor Hooves probably, and . . . it's just Maud and me. We need . . ."

Ember listened and her ears suddenly perked up when she'd heard a particular name. "They've got Spike?" She interrupted.

Derpy nodded. "A-And a bunch of others. They're probably trapped in Canterlot. We need help to rescue everyone."

Dragon Lord Ember went silent. She nodded, looking from the sulking Garble back over to Derpy. The pegasus gulped. Was she going to be tossed back into the lava again? Was this really all a waste? What would she tell Maud?

"Garble." Ember commanded. The dragon instantly prostrated himself before her as she spoke. "Get Torch and every dragon that you can right now. We leave for Canterlot in five minutes!" The dragon opened his mouth to protest, but Ember shouted down at the dragon, "NOW!" With that, Garble was gone. Then turning back to Derpy, Ember asked, "What happened to Spike?"

"He . . . He was captured. We were crossing the Celestial Sea when a bunch of changelings dragged him off and destroyed our boat. There was a big dragon in the water, who I think tried to help but . . ."

Ember nodded. "That would've been Asherah. He helps guard our lands by watching the sea. He did mention something about changelings when I saw him."

A sudden growl far off the distance was Ember's sign that the dragons were on their way. "Come. We leave for Canterlot."

"W-Wait! Maud! She's on the beach. She's hurt . . ."

"We'll pick her up on the way." Ember assured the pegasus. Then with a soft smile she said, "Don't worry. We're rescuing your friends. Let's go."

Derpy smiled. She wiped away a few tears and nodded excitedly. She hardly had time to flap her wings back towards the shore when a giant dragon, the size of Celestia's castle picked up the pegasus and deposited her on its back. Derpy blinked for a few moments, confused. "W-What?"

Ember landed next to the pony. "Sorry, but you're kinda slow. We need to be there like, now right?" Derpy nodded. Ember only chuckled. "Hold on. We're going for a ride."

Derpy barely had time to reach down and grab onto something when the dragon she was on picked up speed, almost flinging her off. She screamed as she was tossed about the dragon's back, to which Ember just rolled her eyes. But that was okay. Derpy had made it. They had made it. And they were heading back to Canterlot, with help!


	27. Chapter 27

Wow everyone! I'm terribly sorry for the delay with this chapter. It has been a long time coming, and I rewrote several portions of it over the course of the past month or so. And for those that may have read my blog post regarding this, I did end up splitting this chapter up. So Chapter 28 will be the rest of what would have been Chapter 27.

It's so hard to believe the story is going to be ending soon. I sincerely hope everyone reading has been enjoying the story. I've already got a good start on Chapter 28 so hopefully it won't take too long to get that up. Anyway, thank you so much for reading! :)

 **Chapter 27**

The air grew heavy amongst the group as they followed Chrysalis through winding hallway after winding hallway. Admittedly, Twilight hadn't recognized the path the queen pulled them through. It almost felt like taking the back roads of the castle. Few windows, even less tapestries, many of the walls were just plain old bare. What walls they did see were just as damage ridden as Twilight assumed the rest of the castle would be. Large cracks streaked across the walls and down into the floor into the red carpeting. Dust sprinkled down from the bowing ceiling.

"Queen Chrysalis, where are we going?" Twilight asked. She knew her friends all had the same question on the tips of their tongues, but with far harsher assumptions behind the reasoning.

"To the entrance hall. You probably don't recognize this route as its what the custodians and cooks would use. Keeps them out of sight, and out of the way during Celestia's precious galas and other cavorting parties. With any luck, that fiery demon would have overlooked these passageways." Even though Chrysalis said that, she still kept herself on high alert for even the slightest sign of trouble.

The jaunt through the castle's hidden obscured passageways continued for what felt like hours. Every second that passed, a new bead of sweat dripped down Twilight's forehead. Each doorway Chrysalis led them through turned into another hallway, or a room stacked full of carts and crates. Storage rooms and closets, the sights were truly breathtaking.

"How does one go about learning the ins and outs of such . . . back-alley crawlspaces in a castle as large as this?!" Rarity exclaimed to no-pony in particular.

Chrysalis stopped near yet another door with a grin spread across her lips. The outburst greatly amused the queen and she happily turned to the unicorn. "It's really quite easy. When attempting to overthrow a princess such as Celestia and overtake her kingdom, one tends to gravitate towards the parts of the castle she cares least about. Even if my initial endeavors to replace the delicate Cadence failed, I never would have gotten so close if it hadn't been for little exploits like these."

Chrysalis drank in the reactions from Rarity and her friends. Even Twilight appeared mystified by the crassness of her statement. Still, the very brief green glint in the princess' eyes gave little doubt as to whose side she was truly on. "And while I'd love to reminisce in detail on one my most brilliant schemes . . ."

"Yeah, one that we kicked your plot over!" Rainbow Dash exclaimed, kicking her hind leg for effect.

Chrysalis merely rolled her eyes. "Please, it wasn't even you that stopped me." Then before she could get into some pointless argument with the pegasus, Chrysalis turned and pushed open the door behind her. This exposed a hidden side door to the main entrance wing of the castle. The familiar stair case in the center, along with the two large doors opposite of it.

Chrysalis led the others out into the entrance hall. The once grand staircase was now mostly dilapidated and unusable. The two large doors still held firm, though fine cracks let in shards of light from outside. As had accompanied much of the ruins, debris and dust coated the floor. The ceiling leaked all manner of things, and any visible windows were stained, cracked, or broken.

"So now where do we go? I thought you was a leading us ta the elements!" Applejack said.

"I am." Chrysalis retorted. "If you would just . . ." but the queen stopped. She stared past the group of ponies. Her jaw dropped. Without warning, Chrysalis bared her teeth. Hovering opposite of the group were Sun Flares. They'd been waiting.

"This does not end here." Chrysalis barked, and ignoring the other seven with her, she fired a powerful blast of magic into the chest of one of the Sun Flares. Of course, her emerald blast passed harmlessly through the monstrosity and exploded into the wall behind it.

"Uhhh guys . . . what's the plan?" Rainbow Dash asked, more than a little worried.

A total of eight Sun Flares floated over the room, surrounding them. When Chrysalis' magic finally dissipated, the Sun Flare reared its head and fired an equally powerful blast of magical energy back at the changeling. Chrysalis however, only smiled. Sure, her magic had no effect on the creatures, but it was the same of their magic as well. When the beam closed in on Chrysalis, it melted away and fizzled out just as it would have reached her. The shards around Chrysalis' neck were working.

* * *

Rainbow Dash circled through the air, counting and tracking each of the beasts around them. After seeing the effects, or lack thereof, that Chrysalis' magic had on the Sun Flares, the cyan pony decided they'd just have to do this the old-fashioned way. "Alright! Brace yourselves!" Rainbow Dash shouted as she plowed through the air, wings beating against her sides.

Somewhere below, Spike warned, "No Dash, don't!"

Rainbow Dash however, paid no attention. She stretched out her hooves, ready to clobber these things into next week. Dash closed her hooves around the creature and a second later, crashed them both into the nearest wall. The smoke and debris that flung out coated the pony a speckled white. "HA! No pony messes with . . ." Rainbow Dash stopped. She couldn't have missed point blank like that. No way she could've missed.

Turning around, Dash's mouth dropped at the sight of the Sun Flare behind her. It hadn't moved an inch. But how? Had she gone right through it? Impossible! It was then that Rainbow Dash saw Spike waving his arms out from below.

"You can't fight them like that! We need mirrors! It's the only way!" He shouted out.

"What? Why mirrors?" But Rainbow Dash didn't' have time to stick around for the answer. For at that moment, a blast of fire erupted from the shadowy creature's maw. It spread out towards the ceiling, and Rainbow Dash leapt down onto the ground just in time to avoid getting fried.

"Dash! Heads up!" Applejack shouted and before she knew it, the earth pony had bucked her hard in the back.

Rainbow Dash flopped over several feet. She could have cursed at the apple bucker, but a beam of magic split through the floor where she'd landed only seconds after being kicked.

* * *

"What was that about mirrors?" Twilight shouted out. She currently had a barrier domed out from her horn, shielding both Fluttershy and Rarity. Two of the Sun Flares had the three pinned down, firing magical blast after blast directly at them. The pressure doubled down on them, not to mention the heat. When one chose to spew fire, the other chose magical blasts.

Somewhere in the distance, Spike's voice hollered back. Between the blazing fire that spewed from one creature, the zaps and crackles from the magic of the other, not to mention the other six Sun Flares, the dragon's words were little more than gibberish when it reached Twilight's ears. "We have to get out of this!" Twilight yelled at the girls.

"What about your teleportation dear?" Rarity shouted, just to be heard. "Can't we use that?"

"I can't. It's taking all my concentration just to keep us from getting fried!" Twilight answered back. She caught a quick glimpse of the worry over Rarity's face, and the terror stricken Fluttershy. Was there anyway she could use her magic to teleport them to safety?

Observing the two Sun Flares, Twilight estimated they had maybe half a second between shots. If she timed things perfectly, she might be able to teleport them at least out of harm's way. _But where? Where do we go?_ A quick teleportation like this and she wouldn't be able to go far.

Another slamming of magic onto her little barrier and Twilight felt her grip starting to fail. It'd have to be soon, or they'd all be toast. _Queen Chrysalis!_ The idea was so simple. Chrysalis at least could block the magical blasts of the Sun Flares without any trouble.

"Hang on!" Twilight shouted to the others. She focused in on the mouths and horns of the Sun Flares holding them down. If this was to work, she needed the exact instant that one's attack stopped. It didn't take long. The changeling breathing fire closed its maw, and readied its horn to blast them with magic. Meanwhile the other was doing the opposite, opening its maw for fire breath and powering down its horn. _Now_! All at once, Twilight dropped her barrier and grabbing both Rarity and Fluttershy, vanished them from sight.

When the three reappeared, they were only a few feet away from Queen Chrysalis.

"W-What the hell is going on?!" She exclaimed, rushing in front of Twilight and the other two just as a Sun Flare fired off a powerful, heated magical blast. The flaming meteor of a magical attack once again fizzled out just as it reached Chrysalis. Turning back to a few shocked faces, she commanded, "Stay out of my way!"

"You heard her." Twilight said. Again, both Rarity and Fluttershy stared back at the princess, mouths agape. Certainly, they were shocked that Twilight would drop them so close to the changeling queen. _They'll get used to it. They have to. She's with us now._ Twilight convinced herself.

A scream from behind and the princess whirled around. Past Applejack and Rainbow Dash who appeared to be taking care of each other just fine, was Pinkie Pie with Spike on her back. The party pony and her dragon accomplice were running out of options.

* * *

Pinkie bit her lip, backing her and Spike against a wall. Two of the Sun Flares had cornered them with no immediate route of escape. "T-This isn't good. This really isn't good at all," Pinkie said. The pink mare gulped, nodding towards the creatures as she addressed the baby dragon on her back. "What should we do Spike?"

"Ummm . . . got any mirrors?" Was all Spike could come up with.

"Nope."

"Then I got nothing." Spike said. "And neither does anyone else." He added, giving a quick look around the entrance hall to find that none of their friends were faring any better. Even Chrysalis, who while could render their magic useless, still couldn't eliminate any of the eight.

One of the Sun Flares reared its head and shot off a speeding bullet's worth of magic at the duo. Pinkie hurled herself out of the way, but the magical blast managed to scrape along her side. Pinkie cried out in pain, tears welling up in her eyes.

"Owwie owwie owwwwwie" She screamed, shoving a hoof over the burnt hair near her cutie mark. It'd burned down to the flesh, leaving a black streak near her cutie mark.

"Pinkie! You okay?" Spike shouted. The dragon had gotten thrown from the pony and had to scramble just to get back to her side. When he saw the hoof clutching over her side, and the searing blackened wound, his mind blanked. _Is it starting? Is Maud's prediction really starting to come true?_

Struggling to stand, Pinkie weakly nodded, fighting back tears. "I-I'm okay. I just. . ." But Pinkie didn't finish her sentence. For upon a quick glance, she found the Sun Flare, accompanied with another, lowering themselves to eye level. "I'm just . . . in trouble . . . in really big trouble . . ." She whispered.

The horns on both Sun Flares lit up, an orange flare of magic surrounding their ashen horns. Pinkie wouldn't be able to dive out of the way this time. Her side burned with pain, literally. She felt Spike clinging to her cotton candy mane, and the mare could only back herself into the corner.

Both Pinkie and Spike shut their eyes. Neither could abandon the other. And if Maud's prediction was coming true, then at the very least, Spike wouldn't let Pinkie go out alone. He'd be there for her, just like a friend should be.

Sweat dripped down the dragon's head as both horns exploded to life. The heat of the Sun Flares' combined magic ripped through the air at the two. This was it. This was it for them both. But, when Spike expected boiling hot pain, he felt nothing. The only thing the dragon did feel was Pinkie Pie's trembles, and whispers of her sister. But no pain, no searing hot, agonizing pain.

When Spike dared open his eyes, there stood Twilight, in front of them both. A violet barrier surrounded them. "Twilight!" Spike couldn't help but shout. If there had been any doubt that she was the real Twilight Sparkle, it died right here.

"Spike! Pinkie! You two okay?!" She shouted back to them.

At that Pinkie opened up her eyes. An incredible combination of love, joy, relief, and excitement all surged through the party pony's system at once. "Twilight!" Pinkie shouted with all her heart and without warning, tackled her friend in a Pinkie Pie copyrighted hug. This meant of course of that Twilight quickly found herself laying on her back, with the pink mare straddling her waist. "It really is you!"

"Pinkie! Get off me!" Twilight tried to scramble out. The sudden burst of love from her friend had knocked out her protection spell, and the Sun Flares were already gearing up for another attack. _I'll never make it!_ Twilight thought as she saw a powerful aura encasing the blackened beasts' horns once more. The Sun Flares fired their blasts of magic at the trio and Twilight shouted, "Pinkie Pie!" But it was too late. She couldn't get her spelling going, and the magic as already upon them.

A sudden flash of bright light and one of the Sun Flares exploded into a puff of smoke. The explosion caught the attention of the other Sun Flares, and its powerful blast shook the castle, causing some debris to fall from the ceiling. At this, Twilight used her magic to quickly slide her two friends out of harm's way as some sheet rock and solid oak beams caved in from above.

"What the . . .?" Twilight started to ask, but then stopped as she saw what had caused the explosion of light. Several feet from where they sat lay a changeling. Its tongue hanging out, twitching. Before Twilight could ask, a familiar buzzing sound crept in from the floor above. Then within seconds, dozens of changelings flooded into the room. There had to be at least thirty or forty of them. A small handful of changelings transformed themselves into mirrors which the others carried.

"T-They're helping us . . ." Spike said in pure shock. His mouth hanging open, he could only manage out, "B-But why? After all this . . . why?"

A smile beaming over Twilight's face, a brief green glaze in her eyes, the princess simply said, "Because . . . they need us."

* * *

Queen Chrysalis' mouth dropped open when her minions flooded into the room. "What?" She asked, turning around in circles as changelings buzzed overhead. When one changeling transformed into a mirror, two more were right there to catch it. "No . . . that won't . . ." Chrysalis started and watched in shock when a beam of magic slammed into her disguised minion. It took the two holding him everything they had to keep the mirror angled correctly. A third even flew up from behind, pressing against the back of the "mirror", just to help keep it in place.

After what felt like hours, the magical beam redirected back into the Sun Flare. Another explosion rocked the castle as the thing burst into a puff of smoldering ash. The force of the blast cracked walls and showered bits of ceiling down onto every-pony. Unfortunately, the disguised changeling, did not fare much better. Chrysalis watched her soldiers lower the broken body of the brave changeling to the floor. He'd quickly reverted to his regular self shortly after reflecting the attack. His body spasmed, loud cries of pain escaped his lips as he lay doubled over in agony.

The queen wasted no time in galloping over to the fallen one. All around her, Chrysalis' soldiers fought in similar fashion against the beasts. Explosion after explosion shook the castle to its very foundation. Some of the magic redirects struck their targets, others missed. But no matter where the magical blast went, the effect on the changelings was the same.

Her heart racing, Chrysalis gazed down at the injured changeling. "Coil." She whispered. He'd earned his name "Coil" at a very young age when Chrysalis discovered his tendency to coil up like snake, just before springing into attack.

"What's his status?" Chrysalis questioned the two.

"Not good, my queen." One changeling answered. His voice low and soft amongst the battling. "The pressure placed on our bodies from these attacks . . . we're lucky they don't just rip us to shreds."

"Damn!" The queen cursed. Changelings were dropping like flies, and Twilight and pals couldn't do a thing to help. "Where's Tremor?!" She demanded.

Within seconds of hearing his name, the changeling in question buzzed on down to his queen and lowered his head. "I'm sorry Queen Chrysalis. We were delayed. We . . ."

"Brief me later." Chrysalis interrupted. "Take a group of soldiers and get Twilight and friends out of here. We need those elements, and we need them now."

"Right away!"

"And Tremor . . ." Chrysalis called. "Keep an eye on them. We're not done with them yet."

"Of course." Tremor bowed and then quickly disappeared from sight.

Turning back to her soldiers, Chrysalis scanned the room. The number of changelings had dropped, but so had the number of Sun Flares. She grit her teeth. There was certainly a possibility of her minions defeating the ashen monsters, but how many would survive? One hit from those bastards was enough to put down one of her changelings. The castle shook again when a rather powerful blast careened into one of the walls. _We need to end this fast._

* * *

"Are you sure you know where the Elements of Harmony are?!" Twilight called out to Tremor.

"I'm sure Twilight! We have to get you girls to them fast. Queen Chrysalis and the others won't be able to keep the fight up . . . even if we outnumber those Sun Flares."

Twilight followed the group of changelings with her friends. After rescuing Pinkie Pie and Spike, Tremor had led a group of twelve changelings to gather up Twilight and her friends. They were ushered out of the entrance hall and up a set of stairs out of the Sun Flares' reach. Fortunately for Twilight and her friends, the creatures were so caught up in their battle with Chrysalis and the others, that Tremor had managed to sneak them away unnoticed. Of course, it probably helped that a few of the changelings had acted as decoys to throw the Sun Flares off.

"Twilight," Applejack said, "Ya'll got a backup plan in-case this here plan goes sour don't ya? I mean . . ." and the earth pony lowered her voice to only a whisper, "these are changelings. They could sap us dry in at a moment's notice."

The princess knew with a moment's glance that the rest of her friends felt the exact same way. Even after everything the changelings had done for them, they still doubted Chrysalis and the others? Twilight couldn't believe it. "Applejack . . . we're alive because of these guys. How else would we have gotten free past those Sun Flares?"

"Ah ain't doubting that, I just . . ."

"-get the feeling we're being used darling." Rarity finished. "That's all."

"They're not using us." Twilight insisted. At this, the princess noticed a number of the changelings around them were sharing uncomfortable glances with others in the group. Clearly, they'd overheard at least part of the conversation between Twilight and her friends. "We're not discussing this anymore." Twilight finished her chat with Applejack and hurried on over to Tremor's side, where she began discussing something with him.

Applejack sighed. Twilight was sounding less and less like Twilight by the minute. Problem was, she couldn't do a damned thing about it. Certainly, their friends would have wanted to do anything to help, especially Spike and Pinkie Pie. But there were just too many changelings around to start anything without risk of Chrysalis finding out.

* * *

"Still not trusting us?" Tremor's voice whispered low so only the princess could hear.

"I'm sorry. But I guess after everything that's happened, they're all still on edge." Twilight apologized. It's not that she didn't understand Applejack's feelings, or Rarity's, Pinkie's, or any of the others for that matter. Logically, it only made sense that they wouldn't trust the changelings, considering past run-ins. But what boggled Twilight was how they hated the changelings. Somehow, she felt she should feel the same, but something in her head prevented her from coming anywhere near that kind of extreme repulsion to them.

"Don't worry about how they feel." Tremor said. "They'll figure themselves out. They don't need you to do that." Then pausing to lead the ponies up another set of stairs, he said, "What we need to focus on now is stopping Daybreaker."

"You're right, Tremor." Twilight said. She hung her head and followed the changeling in silence. Suddenly, she felt as though a mile's worth of distance had been placed between her and the others.

Following the changelings up past the bedrooms and hallways of the second floor, Twilight quickly found herself, along with he others, on yet another stairwell, this time headed up towards the tower where the Elements lay. The noises of Chrysalis' battle with the Sun Flares had long since died out. A pang of fear hit Twilight. Was Queen Chrysalis okay? She'd been losing changelings left and right down there.

As Twilight galloped up the stairs, her gaze wandered off. She didn't notice Tremor coming to a sudden halt and ended up colliding into his backside. Fortunately, Tremor said nothing. He didn't even look at Twilight. His eyes were glued on something in front of them. When Twilight managed to see what it was, her mouth dropped open.

"Princess Twilight! And the rest of the friendship gang!" Daybreaker mocked. "So wonderful to see you all again!" The possessed Celestia trotted her way down the narrow tower steps. Her armored hooves clicked against each stair, eyes lasered in on the group cowering below.

With a nod to Twilight, Tremor leapt up into the air, and retreated back down the stairwell.

"You really are working with them, aren't you?" Daybreaker asked. A combined look of astonishment and sheer pleasure spread across her face. She gazed at the remaining changelings and over the group of ponies. "To think, the very creatures that sought your destruction are now your friends."

"They only attacked us because of you." Twilight shot back. "But you showed your true colors when you betrayed Queen Chrysalis and her changelings."

Daybreaker merely cackled at the very notion. "Oh please, do you really think you've got a chance against me?! You and your friends couldn't stop me before! And adding Chrysalis to the mix certainly isn't going to help you now!" With that Daybreaker fired off a powerful beam of magic. The fiery mix of flame and energy jetted down at the mix of ponies and changelings.

"Look out!" Twilight cried out, and she tumbled backward just as Daybreaker's beam disintegrated nine stairs into a pile of ash. The resulting shockwave flung Twilight back against her friends and the changelings. Together, the group rolled out of the entrance of the tower and back into the second floor.

"We're never gonna get the Elements with her in the way!" Rainbow Dash cried out.

A bright light from within the tower slowly grew brighter as Daybreaker lowered herself down the stairs. Her shadow cast against the stone wall, her voice cackling manically.

"We don't have a choice!" Twilight said quickly. Then turning to the eight changelings that remained with them, "We need copies! If all of us charge her at once, some of us are bound to get through!"

"Yes ma'am!" One of the changelings answered, and with a quick flick of their horns, each changeling wrapped themselves in their magic. Within seconds, an exact duplicate of Twilight and her friends were standing before them.

"I don't like this Twilight." Applejack started, "We're . . ."

"Applejack, stop!" Twilight demanded. They didn't have time for arguing. The changelings were here, helping, she needed to deal with it. "We're doing this."

Applejack glanced back at the others, and for a moment, Twilight worried they might refuse to help. "On your word then," Applejack mumbled out as the others hung their heads in agreement.

 _Thank Celestia!_ Twilight sighed and turned back to the entrance. She could already hear Daybreaker's mocking voice. The possessed alicorn would be upon them any second. But now, with Twilight and her friends, a few copies, they might have a chance. After all, Daybreaker couldn't stop them all.

Twilight's eyes narrowed. They needed to time this just right. If they jumped the gun on this, they could all wind up dead. She watched for the first glimmer of Daybreaker's armor. Just the first spec, that's all she needed to see.

"NOW!" Twilight screamed at the glint of metal of their enemy's hoof.

With that, every-pony and changeling hurdled at the entrance all at once. A low cackle emanated from the dark chamber and Twilight had just enough time to shout, "Look out!" as a hot beam of magic exploded through the doorway. The pegasi and Twilight easily dodged around the spiraling inferno. The earth ponies and unicorns however, were forced to scatter out of the way. Pinkie Pie, real or clone (Twilight wasn't sure), was almost nailed full force if not for one of the Raritys.

"You think any of you can get past me?!" Daybreaker shouted, revealing herself at the entrance to the tower. "Good luck!" Snapping her neck back, Daybreaker spewed out a wall of flame at the ponies.

* * *

Applejack galloped hard and fast towards the tower. The sooner they could get their hooves on those elements, the sooner this could all be over. Then maybe she'd be able to knock some sense into Twilight. _I jus hope those changelings haven't dug too deep into her head._ Applejack's thoughts distracted her just long enough to miss the wall of flame bursting to life in front of her.

The earth pony let out a terrified scream as her body careened towards the fire. Suddenly, a pair of blue wings dropped down on either side of her, and Applejack's hooves left the ground. "Need a lift?" Came Rainbow Dash's familiar voice as the two sailed on over the wall of flames.

"You real or copy?" AJ shouted back.

The pegasus was silent. "Does it matter?"

"I . . . suppose not . . ." AJ finished and covered her face as Dash rocketed them through the towering flames. Applejack felt her hair burning. And in the blink of an eye, the two of them were through to the other side. The farmer was tossed from Dash's grip as an angry Daybreaker fired another round of magic to obliterate the two.

"Rainbow Dash!" AJ cried out after a hard landing on her side. The pegasus had been far less fortunate as she received the brunt of Daybreaker's attack. Applejack wasted no time and without thinking, bucked Daybreaker with all of her strength. Now any other pony probably couldn't have budged the alicorn, but Applejack, having a lifetime worth of experience clearing trees with her hind legs, easily managed to tip over the terrible giant.

With the evil alicorn's curses behind her, Applejack rushed over towards her fallen friend. "Rainbow Dash! Are you . . ." and then she stopped. It wasn't Dash that had carried her over that wall of flame, but a changeling. The force of impact had torn his disguise away from him. Blood dripped down from an open wound in the changeling's chest where Daybreaker's beam had struck.

"I-I . . ." Applejack was at a loss for words. She'd been saved, been carried by a changeling. Her mind blanked. _Maybe Twilight had a point . . ._

"You insignificant fool of a pony! Did you really think such a stunt would actually work?!" Daybreaker screamed from behind. Her attention had completely turned onto the farmer that had kicked her. With a click of her tongue, a fiery ring formed around both Daybreaker and Applejack, trapping the pony in the hellish inferno.

* * *

Twilight had only just recovered from Daybreaker's blasts when she saw both AJ and Dash go soaring over the wall of fire. "No!" She cried out. One or both of those could've been her friends; or neither of them. It didn't matter if those were ponies in danger, or changelings. She needed to save them.

Grabbing a nearby clone of herself, Twilight said, "On my signal, have everyone rush Daybreaker."

"B-But how. . ." The clone started to argue.

"Do it. Don't have time!" Twilight commanded. The disguised changeling only nodded his head and the princess was off.

Galloping hard over the span of the hall, Twilight skidded to as top when both Daybreaker and Applejack vanished behind a wall of fire. Without thinking, Twilight teleported herself into the ring with Applejack.

The burning inferno circled around them almost to the ceiling. The increase in temperature immediately sent sweat running down Twilight's brow. She became light-headed, but determined not to let Daybreaker best them, Twilight just grabbed onto Applejack's hoof and teleported the two onto the stairs behind Daybreaker before she could so much as blink.

"Go! Get the elements!" Twilight shouted. "I'll hold her off."

"But Twi . . .I . . ." Applejack started to argue, but stopped when she saw an enraged alicorn emerging from the flames like a demon from Tartarus.

"I've grown just about tired of you foals screwing around like this." Daybreaker groaned. Her eyes locked with Twilight's. Out the corner of her eye, she watched the earth pony disappearing up the stairs. "NO! YOU WILL NOT STOP ME!" She screamed. The flames on her mane and tail bursting out of control. Without a second thought, Daybreaker cocked her head back and spewed out a powerful blast of orangish magic. It melted plaster and dissolved stone as it tore its way towards the princess.

Twilight swung open her barrier, deflecting the blast through a window at the last second. The window shattered, spraying them both with glass and metal framing. Biting her lip, Twilight trembled under the immense pressure being put on her. Though she dug her hooves into the stairs, she still was pushed back due to the force. _I have to . . . contain . . . her magic . . ._ Twilight said to herself, not even able to raise her head to see where Daybreaker was.

Wincing her eyes shut, Twilight could hear her friends in the distance, and some kind of noise from Applejack. Did the pony find them? Were they up there? She couldn't tell. The discharge of magic from her horn had started to weaken her. She wouldn't be able to keep this up much longer. "D-Don't give up . . . Twilight." She whispered to herself.

And then the magic stopped. As if Daybreaker's attack had ceased completely. When she lifted her head to ready for another onslaught, her eyes bulged open. Standing before Twilight was the taller, midnight coated princess, Luna. Princess Luna stood firmly in front of her, figure somewhat on the lighter side. "Luna . . . you're alive," was all Twilight could say.

The midnight blue alicorn held a strong magical barrier around both of them, shielding them from Daybreaker's fiery assault. "I am sorry young Twilight. I did not mean to fail you all as I have done."

"B-But how?"

Without giving an inch to Daybreaker's spell, Luna said, "I was never gone dear Princess. Only foolish. But now is not the time for explanation, I can do little more than what you see. You must hurry."

Fresh tears threatened to roll down Twilight's cheeks. Luna was alive. She was really alive. But as much as she wished to wrap her hooves around the alicorn in an embrace, she didn't have the time. Using a quick bolt of her magic, Twilight fired off a shot at Daybreaker's head. The beam landed squarely against her temple, making the possessed alicorn stumble backwards, and cutting off her stream of magic.

"NOW!" Twilight shouted, and without warning the remainder of her friends and changelings circled past Daybreaker and towards the stairs.

The evil alicorn glared at each one. "I will not let this be the end of me! Luna, you should have stayed out of sight, where you belonged." Her words sharp, and cold. With a glow of her horn, Daybreaker only laughed at Luna's poised for attack stance. "It'll take more than this to stop me dear sister." She chided, and behind Daybreaker rose a Sun Flare from the floor, like the waking dead.

Behind Luna, a series of screams were heard where another Sun Flare had appeared, blocking the girls' path to their precious elements. Daybreaker only cackled and she fired off another blast of her magic at Luna, forcing her sister to defend herself. "I haven't lost yet sister!"

* * *

Queen Chrysalis watched in shock when the final two Sun Flares suddenly turned their heads towards the ceiling and disappeared up through the ceiling, abandoning the queen and her remaining changelings. "What . . . the hell is going on?" Chrysalis asked, a rumble from above shaking the very foundation of the castle.

"The Sun Flares, they've been summoned by Daybreaker." Tremor answered, tending to one of his injured brethren. He'd returned to inform his queen of the alicorn's appearance. At the time though, they'd still be battling a couple of the demonic creations. Now though, all that remained was carnage.

"Stay here!" Chrysalis commanded and galloped off towards the stairs. She needed to see what was going on. If her plan to defeat Daybreaker with the elements had truly gone sour, then the remaining changelings needed a route of escape, and quick. The queen galloped on up through the stairs, the rumbling growing louder by the second. "You better not fail me Twilight." She whispered under her breath.

When Chrysalis did manage to get within eyesight of the battle, she hid herself behind an adjacent wall. Peeking around the corner, she managed a quick glimpse of Twilight and her friends rushing up the stairs. "Is that . . .Luna?" She whispered, watching the pony fire up defensive spells against Daybreaker's raging attacks. "So, she wasn't dead after all."

"Chrysalis . . ." Tremor's voice came from behind in a soft whisper.

The queen whirled around on her changeling. "I thought I told you to stay with the others." She whispered, still barring her teeth at her soldier to show her extreme displeasure at his disobedience.

"I tended to who I could. My queen, we're only about twenty-five strong now. We can't risk anymore changelings."

Queen Chrysalis sighed. She'd knew things had gotten dire, but this bad? Really? No matter. She'd have to make due. "Prepare the soldiers then. We'll delay the second phase of our plan . . . at least until Luna is defeated." Chrysalis commanded, glancing back in time to witness one Sun Flare flanking the princess, with Daybreaker hot on her heels. Where the second one was, she couldn't say.

"And if Luna is victorious?"

Chrysalis smiled. "Then its even better for us. We won't have Daybreaker to deal with anymore. Either way, we win." Chrysalis said, smiling. _I'll get my revenge, if it's the last thing I do._

* * *

"Twilight, come on!" Rainbow Dash shouted from above. "We're almost there!"

Another bolt of magic ripped through the air, tearing through the wall only a few feet from Twilight's face. She quickly pulled up a wing to shield herself from the flying debris, the explosion leaving a ringing in the pony's ears. When Twilight had uncovered herself, Luna's figure lay sprawled at the bottom of the steps. The alicorn struggled to her feet, using her magic to spin out a rather flimsy-looking barrier.

It wouldn't hold up, not against Daybreaker's incredible power. When had Luna lost so much of her strength? While Twilight wished for nothing more than to run down the stairs to her fellow princess' aid, she knew deep down she couldn't. If Daybreaker got those murderous hooves on her now, she'd be nothing more than a bargaining chip.

"Twilight, let's go!" Rainbow Dash shouted again, this time yanking on her tail.

"Right!" Twilight said and turned back. She galloped up the stairs with the others. Changelings and ponies in tow, the narrow spiral staircase vibrated under the hooves of their little gang.

"I swear . . . if those Elements ain't a up here . . ." Applejack started. "there's going to be some explaining ta do."

"Let's just get their darling." Rarity quipped, "then we'll decide what's what."

Fluttershy and Pinkie Pie both refrained from commenting, and most likely for very different reasons. One Twilight assumed was the scar on Pinkie's side. Though the mare tried to hide it, the burnt hair and the limp in Pinkie's step was a dead giveaway. But Pinkie took in stride.

Spike had also grown unusually quiet during their trek up the stairs. All he did was eye the windows as they'd passed, watching the girls' climb up into the tower. Not that much was to be seen out there. A decimated Canterlot drowned under the crimson rays of a bloodshot moon. Daybreaker's work no doubt. But the look on Spike's face spoke volumes. Something about that moon had shaken him up. _Hang in their Spike! We're almost through this._

"We're almost there!" A Twilight clone shouted back.

Sure enough, when Twilight craned her head back, she just barely made out the roof of the tower above. With each step, they began to round the final turn on the staircase. Twilight could feel her heart almost leaping out of her chest. So close! They were so close to ending this all. Just a little bit farther and they'd have it . . .

Several screams from the front of the pack echoed back down on the girls. Twilight and the others ahead of her stopped. A bright, orange glow lit up the brick and mortar above. Several of the ponies rolled backwards down the stairs at Twilight and the others. Their fur charred black and motionless. Two Twilights, a Rainbow Dash, and a Fluttershy were those scalded by the creature above. A second passed and the disguises disintegrated, revealing the casualties to be only changelings.

"Sun Flare." Twilight whispered. "There must be one up there!"

Sure enough, the familiar ashen body of the Sun Flare drifted slowly down the tower and into sight. Its eyeless sockets locked onto the remainder of the gang as its horn glowed angrily.

A few of her friends screamed and Twilight readied her magic, ready to thrust up another shield. But before she could summon the spell, the remaining changelings burst out from their disguises and flew up in front of the girls. One changeling quickly transformed into a mirror and dropped into the waiting arms of his comrades. "Go!" Another shouted.

The Sun Flare moved to drift past the changelings, but Twilight acted fast. She switched her focus from a barrier spell to a teleportation spell. "Hold on girls!" She shouted, and with a flash of magic, they burst out from under the Sun Flare's nose.

The quick flash of transport, dizzying as it was, blinked the girls back into existence exactly where Twilight had plotted out. They stood in a small room at the tip of the tower they'd been climbing. Crimson shone in from the windows circling the walls. In the center, on a small pedestal, hovered the six Elements of Harmony.

Twilight blinked out a couple tears. Her breath taken away as she trotted over to the stone structure. Her eyes darted around the room, searching for any indication of traps, or foul play. Had they really made it? She almost couldn't believe it. In a matter of moments, this could all be over. Twilight turned to her friends and found them in an equal mix of disbelief and relief. A strange combination to be sure, but at least she wasn't the only one.

"Well . . ." Spike asked from the corner. "What are we waiting for?"

Without saying a word, each pony reached out, one by one, and grabbed their corresponding element. Twilight was the last, as she watched each of her friends take theirs in turn.

When finally, Twilight reached out and grabbed onto her Element of Magic, an ominous rush of air blew through the castle. Silence encased the room for a second. The girls looked at each other, somewhat confused. Then it happened. The mystical items of legend rose up out of their hooves, hovering over each of their heads. A bright, blinding white light shrouded over them. Waves of energy coursed through Twilight's body as the power from her element surrounded her, embedded itself inside her.

The magical output of the elements shook the tower and lifted the girls off their hooves and into the air. It all had to have been quite the spectacle for Spike, who had remained rooted in place. The white light then slowly faded, and the girls drifted back down to the floor.

Feeling the crown on her head, and the legendary power of the Elements flowing through her and her friends, Twilight looked at the others. Each one of her friends sported the golden necklace emblazoned with their cutie marks.

A soft rumble from below shook the castle. The battle between Luna and Daybreaker raged on. Without hesitation, Twilight said to the others, "Come on girls! Time to save Equestria!"

* * *

A blast of magic drilled through the air into Luna's waiting barrier. The force of her sister's blast shattered the protective dome into a thousand glittering shards. Knocked back, Luna quickly pushed herself back onto all fours. Her eyes locked with her sister's, she felt a warm liquid drooling out from her mouth. A quick wipe of the hoof revealed blood.

"Is that all you've got Luna?!" Daybreaker scoffed. "As I thought, there is no need for you. It's a miracle you're even alive."

Daybreaker flung herself back and emitted a blanket of flame from her mouth. Luna again dodged out of the way. Hearing the soft humming of magic, she turned in time to block another powerful blast from the Sun Flare that worked in tandem with her sister. _Damn! I do no have the strength to fight back._ She cursed.

"As long as you hold my sister against her will, I will remain here." Luna said, hoping to sound threatening. The alicorn glanced from Sun Flare to sister. The two closed in on her, trying to suffocate the princess into submission. Narrowing her eyes, she goaded the foe that stood before her, "Equestria shall never be yours. You are far too feeble."

Daybreaker only smiled. "Such strong words from someone who cannot so much as land a strike on me."

Luna dug her hooves into the ground, keeping a close eye on the Sun Flare that drifted near her. It almost appeared to wait for its master's command. "And in everything you have done, you have yet to successfully lay to rest any real threat to your rulership. How does a princess, no a queen, rule with such ineptitude?" At this, Luna saw a flare in her sister's eyes. "Maybe if you would have studied your history, you'd have conquered with the same grace that I once did, as Nightmare Moon."

The snarl that emitted from Daybreaker's lips, the teeth that barred angrily against the midnight princess along with the venomous stare in the alicorn's eyes, she'd taken the bait. Daybreaker breathed heavily as each stabbing insult rolled off Luna's tongue. "You assume I am somehow inferior to you, Luna?!"

Luna only nodded. "I am certain you are." She simply answered and hoped the girls had retrieved their elements. For this barrage of attacks, she knew she would not survive; not for long.

It only took Daybreaker a millisecond to unleash her powerful breath of fire and magic onto her younger sister. Luna stood her ground, watching the magic pummel towards her like a freight train. It even had that earth-shaking rattle to it as it rocketed through anything and everything in its way. Walls cracked and windows shattered.

Luna focused her magic, not into a barrier, but into her hooves. It was a spell far simpler than any protective barrier, but only because its effectiveness was so temporary. Standing up onto her hind legs, Luna caught the blast with her front hooves. The force of Daybreaker's intense attack pushed Luna back several feet, her hooves digging into the marble flooring. She could lean her whole weight against the force of the attack, and she wouldn't tip over. But she didn't have time for that. Her spell already had started melting away. Rotating her hooves, Luna deflected her sister's attack into the nearby Sun Flare. The creature exploded into a puff of smoke and was gone.

The satisfaction in Luna's stunt lasted only a second as just after the Sun Flare disintegrated, her spell broke off and the brunt of Daybreaker's attack blew into her. The magic cackled and sparked over her body. Her midnight blue coat began to burn, and everything went red.

The air was sucked up by the heat, and Luna felt herself hurtling through the air. Everything whirled on by and she knew not for long she flew, only that when she landed, she could no longer stand. Her legs most certainly broken, Luna lay in a mess of blood, and debris. Small fires circled around the area in which she'd landed. She never quite felt the impact but did feel the splitting headache that came with it as a result. Her ears rang, and her eyes blurred. Luna blinked several times until finally things began to clear.

"Poor pitiful Luna. You talk such a big game, but in the end, you're no different from the others." Daybreaker slowly approached. Her horn still sizzling from the previous blast. "Well dear sister, it's been fun. But all good things must come to an end." She stopped only a couple feet from Luna's resting place. "I'd say it was fun, but . . . who am I kidding, you were a bore! Good night Luna."

"Daybreaker!" came a voice from the other side of the room.

When Luna's eyes laid on the alicorn who stood on the other end of the room, a smile crept up across her face. There stood Twilight, with the Element of Magic, along with each of her friends possessing their respective elements.

"You tried this before Twilight Sparkle! And just like before, you will fail!" Daybreaker shouted, losing all interest in the defeated Luna. She turned away from her sister and readied her magic for another powerful blast.

"You may have taken us down before, but this time is different. You don't have Queen Chrysalis backing you up anymore." Twilight said.

"I don't need her! I never needed her!" Daybreaker angrily shouted. The alicorn fired off another blast of magic at the six. A white aura surrounded Twilight and her friends, dissipating Daybreaker's attack into little more than a soft breeze that tickled at their cheeks. This alone caused the possessed alicorn to swear. "I'll kill you myself!" She grunted and charged the six.

"Now," Twilight shouted. Their elements stated to glow, and once again, a powerful white light encased the six girls.

Into the air Twilight hovered with her friends. The power of the elements entwined them together. Magic surging from one pony to the next. The elements on their necklaces, and on Twilight's crown glowed, humming to life. Even as Daybreaker galloped to them, the six rose only higher into the air.

An explosion of color burst forth from the girls, stopping Daybreaker in her tracks. The alicorn froze, by some incredible force. Then in the same second, a rainbow of colors descended down from the girls, rippling the air as it passed. Daybreaker released a loud shriek, cursing the girls by name until her voice drowned under the weight of their magic.

The magic grew to such intensity that Luna turned away, closing her eyes to it all. A thunderous _BOOM_ echoed through the halls and then just as quickly as the light had appeared, it vanished. Luna opened her eyes when able, and saw the girls lowering themselves down back to the floor. Several feet in front of them lay an unconscious Princess Celestia, and Luna started to cry. Even if she didn't survive, even if this puddle of rocks was her death bed, she didn't care. Her sister was back. "Celestia . . ." she whispered. "Welcome home dear sister."

The magic slowly ebbed away into nothingness, eventually vanishing from existence. And just as everything had started, it stopped. Twilight took in a deep breath and finally opened her eyes. For some reason, her crown had fallen from her head and onto the floor. But just beyond that, lay Celestia. She gulped. Was this true? Was it really true? _Princess . . . Celestia . . ._ Twilight shuddered and felt her legs give out. She toppled over onto her rump and sat there dumbfounded. They'd won. They'd really won.

Twilight reached out to grab her crown, and a sharp bolt of violet electricity zapped her hoof. Waked out of her stupor, Twilight jumped up and was about to consult her friends when a shadow overhead caught the princess' attention. With a quick glance up, she saw it. A black, lumbering orb hovered over them. It crackled and sparked with electric current, rolling over itself in the air.

"What in tarnation . . . is that?" Applejack asked.

"It's . . . Daybreaker, or Nightmare Moon, or at least . . .the spirit I think." Twilight answered.

Suddenly, before any-pony could react, a green beam of magic fired up from the distance and into the dark orb. Violently it shook, tossing and turning, rolling around, trying to escape. The magic strengthened and buried into the orb, causing it to expand. The magical ball of dark energy spasmed and moaned in agony from the magic pouring into it. It tried to contract, tried to kill the swelling that it had garnered. But the magic continued to pour into it. With a final groan and bolt of electricity, the spirit of Nightmare Moon popped. It exploded in midair just like a balloon. The explosion shook the castle, rocking the walls and sending bricks and debris flying down from above. A high-pitched scream was heard, that of Nightmare Moon's, and then all was silent.

When finally, Twilight could take her eyes from above, she found Queen Chrysalis standing underneath, a satisfied smile spread across the changeling's face.

"I warned you Daybreaker. I warned you." The changeling queen snarled.


	28. Chapter 28

Hello everyone, and welcome to another chapter! Wow! This took a lot longer than I thought, and some things ended up happening in this chapter that I hadn't originally planned for. Sorry it too so long to post this chapter. To think, this chapter and 27 were originally going to be one chapter. hehe that would've been a bit much I think.

Anyway, there's still about two chapters left to go and then this story is finished. They will really just be wrapping things up for us, and dealing with the aftermath. I sincerely hope that everyone has enjoyed this story and feel free to let me know your thoughts. Thank you so much for reading!

 **Chapter 28**

The destruction of Daybreaker rained down debris from above, signaling an end to the spirit's reign. Remnants of her soul sprinkled down across the castle like flickering embers from the explosions of fireworks. A chilled silence befell the castle as Queen Chrysalis' victory over the crazed alicorn turned from a mere dream, to a beautiful and glorious reality.

Tremor stood in the remains of the second floor following the colossal battle that had just taken place. Mesmerized by the glittering shards of magic that showered over his queen with an eerie glow, a smile slowly spread across the changeling's face. How long had they spent planning, and working towards this? How many of his brethren gave their lives to make this day a reality? Surely it would take weeks to gather and bury their dead, but they could do so with pride knowing that their deaths were not in vein.

Tremor inhaled a deep breath, and watched his queen approach the others. Yes, the matter of Twilight and her friends still needed addressing. And his queen would see to that now. He only needed to ensure that no-pony interfered with his majesty's operations.

A soft groan from the corner pulled Tremor's attention away from Queen Chrysalis. Stepping over to see who he had heard, he soon found Princess Luna to be lying in a pool of her own blood. "Very impressive." Tremor said to the alicorn, showing the warrior of a princess her deserved respect. "I did not think you'd survived that attack."

Luna spat some blood from her mouth as she panted for breath. She struggled just to stand, well more like she couldn't. Yet that didn't stop the princess from trying to intimidate the changeling. "Whatever it is you changelings are plotting for, I swear you shall not obtain it."

Tracking the princess' every movement, the changeling paced back and forth in front of Luna. "I am very sorry princess, but our fate is no longer in your hooves. You both ruled and fought admirably; but unfortunately, nothing lasts forever. Your time has come to an end. It was a spectacular period of rule, but it is our turn now."

Luna cursed. "I will never allow that to happen."

With one hoof, Tremor kicked Luna in the jaw. The impact sent the princess tumbling back. Within seconds, he'd stepped onto Luna's chest, easily holding the princess down. Her weakened state and broken legs prevented her from putting up much of a fight. As for her magic, Tremor had observed her quite carefully. During her battle with Daybreaker, much of her magic was sapped just keeping herself on her feet. Nothing this princess had could scare the seasoned changeling at this point. "You don't understand Princess Luna," Tremor explained, "It's already happening. We've waited so long for just the perfect moment to strike, and now that it's here, there is nothing standing in our way."

"Except for me." Luna said.

Tremor smiled. Then leaning in, the changeling pressed a hoof to Luna's neck, stepping into her wind pipe. "No. You're not in our way. You never were." And when Luna opened up her mouth to gasp for air, Tremor used his opportunity to begin sucking the love from the alicorn. Luna's body weakened and without much fight, went limp.

* * *

How perfect?! How absolutely, delightfully perfect?! That awful bitch of a mare was gone, never to be seen again. And when Chrysalis thought about it, her smile only widened. She had been the one to kill her, the one who killed Daybreaker. Oh, how perfect this day had become! The queen was on top of the world. She delighted in each little thing that caught her eye. The exasperated expressions of Twilight and her friends, the grinning soldiers that had survived the whole ordeal (all twenty-two of them). And Celestia, the poor princess had yet to regain consciousness. On top of that, her most loyal of subjects, Tremor, was tending to the miserable Princess Luna!

Chrysalis stifled a schoolgirl-ish giggle that threatened to slip out of her mouth. She couldn't appear too overjoyed by this wonderful little victory. She had appearances to keep up after all. However, had she been back in the hive in her sleeping quarters, the queen would more than have allowed herself to be lost in these bubbly emotions, maybe even going so far as to squeal into her pillow.

The day was also far from over. Now with that pesky alicorn out of her mane, the fun could really begin.

Chrysalis approached the ponies, feigning both concern for Celestia, and remorse for her actions. She needed verification on one rather serious matter. "It seems that Daybreaker's reign has finally come to an end, thanks to you Twilight."

Twilight nodded. "We couldn't have done this with you, Queen Chrysalis. If you hadn't shown us the way to the Elements of Harmony, and your soldiers hadn't protected us, we never would have stood a chance."

Chrysalis forced a smile over her lips. The sacrifices her changelings have had to endure just to get this far were so high in number, it was enough to take just the edge off her good mood. "You girls all were . . . vital to conquering Daybreaker." Chrysalis reluctantly added.

"You did kinda save us back there!" Rainbow Dash said, the hesitation in her voice more than obvious.

"Mere child's play. I had all this worked out from the very beginning, and while I must admit the initial notion of teaming up with you was revolting . . . things did pan out . . . though not as well as I had hoped." Chrysalis couldn't help but hang her head.

"We're sorry you lost so many changelings Queen Chrysalis." Twilight offered.

The queen nodded, and subtly took notice of the lingering green glimmer in the princess' eyes. She still had control of the princess. Good. The second phase of her plan had to be initiated, before anyone else could interfere.

"Twilight, what happened with your element? Why did it come off your head?" Chrysalis asked.

Taken aback, Twilight looked to her friends and shrugged her shoulders. "I-I don't know." She said, and she reached out, attempting to grab the crown once more. Just as before, the Element of Magic crackled and sparked angrily, zapping Twilight Sparkle. The young alicorn reeled back her hoof and held it to her chest. "Something's wrong. I-I can't touch it."

"What about your magic?" Spike asked.

Twilight nodded and focusing her magic, tried lifting the crown off the ground with her telekinetic spells. The crown lifted off from the floor just fine, but after only a few short seconds, began to shiver and rock in the alicorn's magical grasp. "What the . . ." Twilight started but yelped when a loud _POP_ burst from her magical aura and fired the crown off twenty feet from where they were standing. Twilight sighed. "No use."

This time Chrysalis allowed her smile to grow wide across her face. "Good." She said. "You won't be needing it anymore." The queen gave a brief nod to her soldiers and all at once, they fell upon the group of ponies and small dragon.

Had the girls not just finished taking down an admittedly powerful adversary, their combined strength certainly would have overpowered Chrysalis and her much weakened army.

Spike had been the first to cry out, like a little filly no less. It took only one changeling a second to scoop up the young dragon and subdue him. Then one by one, Chrysalis' remaining changelings tackled and pinned to the ground, the five remaining ponies. Each changeling took their turn, drinking just enough love from the girls and the dragon to make escape impossible. Poor little Twilight could do nothing but stand and watch. It delighted Chrysalis to no end how the princess' face went from victorious relief to agonizing horror.

"Now now. Don't empty our little heroes." Chrysalis playfully chided. "Not yet."

"Ah knew it! Ah damn well knew it!" Applejack cursed. "We shouldn't have trusted ya . . . any of ya!"

"Don't just stand there, Twilight!" Rainbow Dash shouted, "Do something!"

Oh, how long Chrysalis had waited for this day to come! The sights and sounds of these ponies were pure music to her ears. Each one reacted slightly in their own unique style, complete with their own unique mannerisms. Fluttershy, the quietest of the bunch, reacted with silent despair. The pegasus hardly put up a fight. Tears dripped down from her eyes, her gaze locked onto the floor. It was almost as if she'd expected this. Pinkie Pie, the annoyingly chirpy pink devil, had surprisingly much the same response as Fluttershy. Fine with Chrysalis. The pony desperately needed to be knocked down a peg.

"Twilight, whatever is the matter? Twilight, answer me!" Rarity exclaimed. "It's Rarity . . . your friend!" The often overdramatic, glamor obsessed unicorn spoke with that high-class sophisticated voice of hers. The shock and pain in her voice as she pleaded with Twilight, it was most delicious.

Rainbow Dash and Applejack, two peas in a pod, shared the same expression. These were the ones that Chrysalis enjoyed the most. Expressions of disappointment and betrayal blanketed their faces. They'd gone along with the little princess, trusting in her. Chrysalis smiled. The two ponies were in that brief, blissful state of discovery that their trusted friend had walked them into a trap.

The one most shocked however, was Twilight Sparkle. The poor princess stood dumbstruck as each of her friends were tackled into submission. Yet she remained standing, untouched and yet, unwilling to fight back or even resist. A fact that spread horror over the princess' face. If one looked close enough, they could almost pinpoint the exact moment Twilight realized why she hadn't been tackled with the rest of her friends. "Y-You were using me?!"

Chrysalis laughed. "Yes, I was! And it was with the exact same magic that made your brother fall head over hooves for me."

"Twilight!" Spike shouted vigorously. "You have to fight it! Please Twilight, don't give in to Chrysalis' magic!" The dragon screamed. Suddenly, he'd become quite energetic and it took an extra changeling just to keep the tike under control.

"I'm afraid it's far too late for that!" Queen Chrysalis shot back. "Your dearest little Twilight has fallen completely under my spell." Tilting a hoof under the princess' chin, Chrysalis slowly leaned in, watching a small blush creep up over Twilight's face. "Isn't that right my dear?" She asked mockingly.

"No . . . that's not . . . I'd never . . ." but Twilight's voice caught in her throat. Her lips dried and her mouth opened on its own. A voice buried somewhere deep in the corners of her mind whispered and begged not to let this happen, to fight back. A voice that had fought through the thickest of pits just to be heard. But Twilight could not resist. Her body froze like a statue, Chrysalis' influence far outweighing her own.

"But you will!" Chrysalis answered back. She leaned in, drinking in the gazes of Twilight's friends. At least two of the ponies had their eyes averted in shame and disgust, but the others, the others were too shocked to turn away. "That is why your lips are open and waiting. You're waiting for me, for the reward I promised you."

Before any-pony could respond, Chrysalis closed the gap and kissed Twilight once more. She heard the gasps and cries afoul from the princess' friends, which only fueled her delight even more. As the warm touch of lips extended, Chrysalis began to simultaneously suck out love from Twilight. Just being in the presence of her friends had reinvigorated the alicorn, something that Chrysalis was not just going to ignore.

Holding Twilight close, Chrysalis pressed herself closer to the princess, and even heard the little alicorn gasp. Her love flowed out like wine and poured into Chrysalis' being. It energized the queen, spread out into her limbs and caused her horn to glow. When finally, she pulled away, Twilight's eyes were visibly shimmering green. She stood there like an empty glass, waiting to be filled.

Chrysalis turned away from the alicorn and breathed in deep. Then lowering herself down to the limp Celestia, she mocked. "See! I have done it! I have taken your throne, and pulled in your precious student as my prize! Where is your friendship now Celestia?! Where is your magic?!" Chrysalis barred her teeth and kicked the unconscious princess across the face. "You have lost! Your time is over!" Without warning, Chrysalis whipped her head around and fired off a blast of changeling magic. Energized from Twilight's love, the magical inferno ripped through the floor and slammed into Celestia with the weight of a freight train. The princess vanished into the crater, leaving only a cloud of smoke behind.

The castle enveloped with silence, Chrysalis enjoyed the moment. "My queen," came Tremor's voice from behind. "Everything is now in place," he said and behind him was Starlight Glimmer, still encased in stone.

"Absolutely perfect!" Chrysalis announced. She stared over the pitiful friends of Twilight Sparkle. She watched them squirm, watched them tremble. No matter how hard they fought, they could do nothing against the might of her wonderful changelings. "And now it's time to right the wrongs you ponies dared to so foolishly throw upon us. I swore long ago I would have my revenge."

"W-What are you going to do?" Rarity cried out.

Chrysalis threw back her head and laughed. "Oh, it's not what I'm going to do . . .it's what she's going to do!" The queen pointed at Twilight Sparkle, who stood motionless, emotionless. Hardly able to contain her excitement, Chrysalis pranced over to the statue of Starlight Glimmer.

"Twilight wouldn't do a thing like that!" Applejack shouted.

"She'd never hurt any of her friends!" Rainbow Dash added. "Ever!"

The shouts and the screams continued. Even the pipsqueak of a dragon kicked and fought against his oppressors. Though completely futile, he also added his voice into the mix. "She'd never give in to the likes of you! Twilight! Wake up Twilight! I know you can hear me!" A few tears even manage to drop down from the dragon's eyes.

"I'm afraid she already has!" Chrysalis exclaimed. "And do you know why?!" She asked. When the only answer she received were glares and growls, Chrysalis wandered back over to Twilight and draped a hoof around the alicorn's neck. "Because she's got a new friend and she no longer needs the likes of you nagging at her. Isn't that right, Twilight Sparkle?"

In her hypnotic gaze, Twilight nodded her head. "Yes, Queen Chrysalis."

Gleefully, Chrysalis swept herself over to the alicorn's other side. Shifting Twilight to face the stone statue of Starlight Glimmer, Chrysalis continued amidst the outcries from the others. "And I know you'd just be soo upset if ever a pony tried to hurt me." To this, Twilight nodded. "Well Twilight, I'm afraid some-pony has tried to hurt me, and hurt me they did."

"Who?"

Chrysalis leaned and whispered. "Starlight Glimmer. She stole away our changelings and ruined their lives. She needs punishment. I need justice."

In her zombified state, Twilight Sparkle nodded.

"Kill her." Chrysalis hissed.

"NO!" Spike screamed at the queen's voice. He struggled and fought. "You can't do it! You won't do it!" Spike shouted. His kicks and punches flew like wild. The dragon bit at the hooves of a changeling and suddenly he was free. His butt hit the floor first and Spike ran hard over towards Twilight, to stop this madness.

Chrysalis however, eyed the dragon with baited breath. This would not be stopped. When in range, the queen spun around and kicked Spike in the chest. The wind knocked out of him, Spike flew back into a pillar across the room. His head cracked off the marble tower and the dragon slumped down, unconscious.

"Anyone else?!" Chrysalis demanded. When only the tear-filled scowls of Twilight's friends remained, Chrysalis smiled and turned back to Twilight. "Do it. She's right there."

The alicorn didn't hesitate. She nodded her head and fired out a powerful beam of magic. It struck the frozen Starlight Glimmer with a loud SMACK! The stone statue slid back several feet, specs of dust flaking off from the rigid Starlight.

"More! Don't stop!" Chrysalis shouted enthusiastically.

Twilight lowered her head and unleashed a thicker blast of magic onto the statue. Cracks started to form around the side, spreading over the back of Starlight like spider legs. The queen watched with delight, and when she glanced back at Twilight, she saw tears sprinkling down the princess' face. "Finish her." Chrysalis commanded.

Another crackling, sparking second later, and the whole stone statue exploded into a thousand pieces that careened through the air like small meteorites. Chrysalis watched the explosion like a small filly would watch fireworks. "She's gone. She's really gone." The queen whispered.

The moment of silence lasted for but a moment. For so enraptured with the thrill of finally giving these pathetic ponies their comeuppance, Chrysalis turned on her captives and pointed at the still unconscious Spike. "He's next!"

"Spike!" The sound of every-pony suddenly screaming his name managed to wake the dragon. But whether the voices came from Pinkie Pie, Rarity, or whoever else, he couldn't tell. He turned his head in the direction of his name when he heard it again. "Spike! Run!"

The dragon had hardly the time to react. A blinding flash of light appeared just ahead of him. The next thing he knew, his scales felt as though they were on fire. All the oxygen sucked from his lungs. The force of the magic ripping into him like a thousand-pound branding iron pressed into his chest. His body stretched out, he couldn't move. He couldn't speak.

The slow click-clack of hooves approached Spike. With the approach, the magic setting fire to his scales intensified. When finally Spike forced his head up, he found Twilight towering over him. He opened his mouth to speak, but nothing came out. The alicorn's eyes were dead green and she wouldn't hear him anyway.

Somewhere in the distance, Spike heard Chrysalis' voice. "Finish him!"

The horn on Twilight's head sparked and crackled. The magic around Spike grew stronger, and the dragon screamed out in agony. This was it, he realized. This was how it was going to end.

"Spike!" A new voice shouted up from above.

Every head turned towards the ceiling as a stone-grey blur dropped like a rock from above. Twilight had but a second to gaze upwards when the pegasus headbutted into her side. Like a baseball bat connecting with the ball, Twilight's body hurled through the air and disappeared into a wall. When the dust had settled and Spike could actually lift his head, his mouth dropped open. "D-Derpy?!"

"You okay Spike?" Derpy asked. "Maud told me all about . . ."

It took several seconds for Derpy to realize that the baby dragon had leapt up from his spot on the floor and hugged the pegasus. Tears fell from his face, and he'd started crying. Derpy closed her eyes for a moment and hugged the dragon back.

"How'd you get here? I thought you'd drowned."

"Funny story . . . you know that big white dragon in the water with us . . ." Derpy started, but stopped as a soft humming of magic grew louder. Biting her lip, the pegasus looked over to her side and found Twilight Sparkle standing there before her. Bits of debris flaked off her mane. The princess' eyes filled with green, she glared at the two, readying her magic once more.

Behind the princess, Chrysalis laughed. "Oh, come now! You didn't think it'd be that easy, now did you?!"

"Hang on," Derpy said, and before Spike could ask, the pegasus had grabbed the little dragon and flung him onto her back. The mail-pony shot up into the sky just as Twilight's beam of magic exploded through the wall they'd been standing in front of. Derpy'd hardly had time to relax as Twilight angled her beam up into the air. The violet arc of magic tore through the windows and wall adjacent to the pegasus. Derpy could feel the heat from Twilight's magic sizzling the hairs on her tail. It took everything Derpy had just to keep ahead of Twilight's inferno.

Spike's fingers clasped tightly around the pegasus' neck, and Derpy prayed the dragon would hang on. Then suddenly, a blast of green magic shot up in front of her, trapping the two between the colorful beams of magic. No choice! If the two stayed on any kind of course, there'd be nothing left of them. _Don't let go, Spike._ Derpy thought and then dropped.

"Derpy! Derpy! Derpy!" Spike cried out, flailing behind her.

The pegasus dived head first towards the floor, narrowly escaping the collision of Twilight's and Chrysalis' magic from above. Of course, this created a new problem. Derpy needed to pull up. She'd never quite mastered the nosedive. In fact, when she saw the floor flying up at them, she started to panic. "S-Spike!" She shouted. "Spike! Ha . . ." But she never finished. Just as they were about to hit, Spike had sat up on Derpy's back and yanked back on her neck.

"Up! Up! Up!" He shouted. Like a joystick, Spike pulled on Derpy's neck and the adjustment was enough to pull the pegasus safely out from their crash course.

The two avoided crashing by mere inches and within seconds Derpy found herself flying back up towards the ceiling. "Uhh Spike . . ." She started, but hadn't been able to finish. Covering her face with her hooves, the two busted out through the roof of the castle and straight up into the air.

All around them, angry red clouds floated through the sky, turned crimson from the moon that still wavered above. It was a moment of eerie peace for the two, as Derpy finally regained control of her flight. She hovered for just a few moments, glancing back at the dragon on her back. "You alright?"

Spike had started heaving. His injuries taking toll, but he wasn't about to stop. He couldn't. "I'm . . . fine." He said. "We have to go back. The others are in trouble. We gotta get them out of there."

"Don't worry." Derpy said, and pointed out past the ruined castle. In the distance, small specs drifted through the clouds. "The rest of the dragons will be here soon."

* * *

Twilight's empty shell stood confused. Her target had vanished into thin air, and she'd yet to be given any updated orders. For a moment, even Chrysalis had the dumbstruck look spread across her face. Only when signs of struggle erupted from her soldiers did Chrysalis awaken from her stupor. "What the hell?!" She cursed and her eyes opened up wide. "No!" She cried out.

Rarity, Applejack, Rainbow Dash, Pinkie Pie, and even Fluttershy were all breaking free from the changelings that were holding them down. "Do not let them escape!" Chrysalis shouted. Her command echoed in vain.

Rarity used her magic to ignite the wings of several of her captors. The changelings in question dashed about like a couple of idiots in a sad attempt at extinguishing the flames. "That should teach you to mess with my perfect hair, and my friends." She retorted. After freeing herself, Rarity blasted the changelings off both Fluttershy and Pinkie Pie.

When only Dash and Applejack remained captured, Applejack took one glance from changeling to changeling, and then kicked her legs with the same force that she bucked the apple trees back home. The changelings holding on to her were sent flying through the air. "This ain't over yet!" She cried out, and galloped over to Rainbow Dash. With a few swift kicks, she'd freed the prismatic pegasus and hoof-bumped her friend.

"Time to kick some tail!" Rainbow Dash hollered as she took to the sky.

Chrysalis grit her teeth. Cocking her head back, the queen fired her magic at the gnat. An explosion of feathers and rainbow hair followed with the sickening crunch of Rainbow Dash's skull bouncing off the marble floor. Chrysalis only smiled as she approached the limp pony. "The hell you will." She sneered. "Twilight. Take care of the rest!"

Applejack didn't hesitate. She'd found Dash's side the second the pony had hit. Blood soaked into Dash's mane and for a moment, Applejack feared the worst. Tears sprung to her eyes and she was about to cry, and then Rainbow Dash's ears twitched. "Dashie!" She screamed out and pulled the pegasus in for a hug. "You're alive!"

"But not for long I'm afraid." Chrysalis answered, now towering over the two. She couldn't help but smile as the sounds of Twilight's magic blasting into both Rarity and Pinkie Pie. "Do not worry. You will all die together!"

"NO!" Applejack screamed. She fought hard to control her tears, and she glanced down quickly at Dash when the pony grabbed her hooves. "You're gonna be okay there Dash. Just you wait." Then when the explosions hit, the farmer's head shot up and looked to Pinkie Pie and Rarity. The two were curled up around each other in the corner. Twilight slowly approached them, firing beam after magical beam at the girls. Some of her shots missed, but most of them hit their mark, slamming into the girls and bouncing their bodies off the wall like a couple of basketballs. "TWILIGHT! STOP!"

Overhead, the changelings watched and guarded. They hovered over the ponies like vultures, waiting patiently for their queen and her zombie to be finished so they could have their meal. Chrysalis saw the fear in Applejack's eyes, saw the hate. "You poor ponies tried so hard, didn't you? So much for friendship." Then leaning in, Chrysalis opened her mouth, to have taste of Applejack's sweet love.

* * *

Riding with Ember on the back of a pale white dragon name Fizzle, Maud stared down through the hole where Derpy had pulled out just a moment earlier. "There! Down." She said and Fizzle only too happily obliged. With Maud's front leg wrapped up and stilted to help keep weight off the leg, she hung tightly as they dropped down into the castle. _Don't be too late. Please._ She thought to herself.

It took Fizzle only a moment to reach the bottom of the hole when Maud saw it. Chrysalis had her hooves wrapped around Applejack, sucking the earth pony's love. But below, below is where Maud's eyes lasered in. "Save the others." She commanded and without warning jumped down off Fizzle's back. She took the six-foot fall in stride, her eyes locked onto the brainwashed Twilight.

Maud had just bore witness to one of the alicorn's powerful beams ripping through the air and blasting chunks of debris out just over Rarity's and Pinkie's head. The two had their eyes closed, screaming. Their bodies covered in burns, welts, and blood. Maud praised Celestia that they'd made it in time. Another couple minutes and every-pony could've been dead.

Speaking of ponies, Maud swiftly galloped over to Twilight. Her injured leg made it painful to run, like nails driving up into her hoof with each step. But she couldn't stop. Not now. With Twilight not even taking notice of her, Maud bolted over to the alicorn and rearing up, bucked her hind legs into Twilight's temple. The loud _CRACK_ of the impact sent the princess' body hurtling several feet. She landed hard and with eyes still glowing green, she started to get back up. Not missing a beat, Maud rushed on over at Twilight's side. "I'm sorry to do this Twilight." Maud said, and rearing her legs once more, bounced the princess' head off her hind hooves once more. This kick did its job and the princess slumped over onto the floor, motionless.

Hurrying back over to her sister, Maud stopped, short on breath. Her leg ached, and sweat dripped down between her ears. Yet when she saw her sister, she couldn't help but smile. "Pinkie Pie." She said, and her sister's head perked right up. "Are you oka . . ." Maud of course never finished her sentence. Her sister had buried her in a body-slamming hug before the fourth syllable of that sentence even had a chance at escaping.

* * *

Chrysalis grit her teeth. Her changelings still outnumbered the creatures before her, but just how much longer would that last? The queen was more than familiar with Dragon Lord Ember. She'd learned of the exchange of power from Torch to the princess some time ago. And with Ember's known soft spot for the ponies, Spike's mission had been only the most logical one. Unfortunately, the little pipsqueak had succeeded in securing his backup. _We need something fast._ Chrysalis thought to herself glaring down at the others, daring them to make a move.

"More dragons will be here shortly Queen Chrysalis." Ember announced. "I suggest you make this easy on yourself, and on your changelings."

Retreat. That was the only word that sprung to mind. They'd have to leave, have to leave everything behind. _A waste. Far too much a waste. If only I could take one more thing . . ._ Chrysalis eyed the group of five ponies. Rainbow Dash just started sitting up, her eyes only barely opening. In Applejack's hooves, the pegasus was far from battle ready. Pinkie Pie clung to both Rarity and Fluttershy. At some point the party pony had burned herself, probably from the Sun Flares. Too bad the beasts couldn't have finished the job. Rarity stood near the grey earth pony who'd dropped in with Ember.

To be blunt, none of them appeared capable of fighting. The battle with Daybreaker along with the changelings' attack had weakened the five. Never would there be such a golden opportunity to rid themselves of the bearers of the Elements.

"Well?" Ember persisted. "What will you do?"

"Retreat." Chrysalis said. "We'll retreat. Even I'm not suicidal enough to risk my last few changelings on all of you." At these words, the last twenty of the queen's changelings landed behind her. Their wings buzzed, and each of the insectoids hissed their displeasure. _Patience my little ones_. Chrysalis noted.

Dragon Lord Ember, the precocious yet naïve little reptile stepped forward. She'd seen far too few battles during her rulership; a fact that Chrysalis was already preparing to exploit. The way the tiny dragon approached Chrysalis with such vigor, such authority, it was clear she wanted to make a name for herself.

"You retreat now, and then you never come back." Ember said, oblivious to the panicked expressions of her peers behind her. "I'll give you this one chance."

Smacking her lips together, Chrysalis leaned in and hissed, "Then I'll make sure not to waste it." She said.

All in one motion, Chrysalis slapped her front hoof down on the dragon. Ember leapt to the side to dodge, but Chrysalis managed to snag the runt by her tail. With a swing of her hoof, the queen kicked Ember to the ground and in one swift movement, pinned the Dragon Lord with a hoof to her back.

"Now! We're going to do things my way!" Chrysalis announced. Turning to her minions, she commanded, "Go! Finish off the little ponies! And make it quick! We have a retreat to honor!"

The changelings hissed and sprung gleefully into the air. Their battle cries echoed through the castle, and Chrysalis delighted in the screams and helpless yelps from the ponies. She took even greater pleasure in the pearly white dragon that mentally battled himself on whether or not he should risk Ember's life with an attack.

The changelings dropped onto the girls, and within seconds, they disappeared under a sea of chitin and buzzing wings. Only the grey pony and Spike were strong enough to fight back. Even then, the earth pony favored her leg with crutch. Chrysalis laughed at the frenzy that her minions had thrust themselves into.

"No!" Ember shouted. "You promised you'd retreat!"

Leaning onto the dragon's spine, Chrysalis elicited a grunt and a cry from the little blue reptile. "And I will. But not before exacting my complete revenge on Twilight's little friends."

Suddenly, a blast of magic arched through the room and slammed into the chest of one of the changelings. The creature flew back through a window and disappeared. When another changeling looked up to see what had happened, a second beam of hot, burning magic flashed across, bouncing him off the group.

Chrysalis angrily turned toward the being that so stupidly dared to interfere with her plans. And her mouth dropped in shock. Standing next to a crater in the second floor, stood a glowing white alicorn. With an enraged violet eyed glare, and a flowing multi-colored mane and tail, the raiser of the sun stepped slowly towards the queen.

"This has gone on quite long enough, Queen Chrysalis." Princess Celestia announced.

Every changeling stopped in their tracks, heads turned towards the pony who'd just spoken. Even Chrysalis had not expected such a quick recovery from Celestia. Still, even with one of the most powerful ponies in Equestria, what did Chrysalis have to fear?! "I'm afraid it isn't over yet, _princess_. I'll be taking leave on my terms, not on yours."

Celestia glanced over at the changelings. Her gaze alone was enough to make them back off from the girls. She felt her heart break at the sight of them. Five of the six ponies who'd been so wonderful to her, meant more to her than they would ever know. And now, after everything, they lay broken, exhausted. _What have I done?_ Celestia said to herself. Painful memories of herself as Daybreaker flowed into her like poison. Had she really caused all of this?

Then Celestia turned back to Chrysalis. As much as she hated this queen, hated their species for what they'd done, she'd still been partially to blame. Now however was not the time for self-pity. Now, she needed strength. "Where is Twilight?" Celestia demanded.

Chrysalis only cackled at the question. "Oh please, that lil filly?! Why she's working for me now! And if you're lucky, you just might get to meet her!"

"She'd never . . . what did you do to her?!" Celestia demanded. The princess shook with anger, with rage. Whether this was left over from Daybreaker's presence inside her, or whether this was something else entirely, she couldn't tell. But when Chrysalis cackled once more, it no longer mattered. "No more warnings, Chrysalis. I'm afraid you've had your chance."

Focusing her magic, Princess Celestia charged up her horn. It glowed to life rather easily and after a couple seconds, fired a spiraling tornado of energy at the changeling queen. This needed to end, and it needed to end now. With a loud battle cry, Celestia engulfed the changeling in her blast, letting her magic rip through the castle and out the other side. The whole building trembled from the strength of the blast.

"Very impressive Celestia. I didn't think you had it in you." Chrysalis's voice rang out and as the smoke cleared, a shimmering glow enshrouded the changeling, emanating from a necklace draped around her neck. "Too bad your magic has no effect on me!"

Celestia couldn't believe it. How was she supposed to fight this monstrosity? She'd have to go in for a physical attack versus a magical one. There just wasn't any other way. Dropping down from the air, the princess flew in low. Her hooves tapped against the floor, her eyes focused on the grinning queen ahead of her.

"My turn." Chrysalis whispered, and charging up her own beam, waited for Celestia to drift in close. Then at the opportune time, Chrysalis unleashed a furious blast of magic at the incoming princess. Her green beam radiated through the castle and directly into Celestia's path.

With a last second veer, Celestia managed to dodge the attack. She swerved out of Chrysalis' path and pulled herself back. Turning around, Celestia saw the danger her little stunt had placed Twilight's friends in. Chrysalis' magical beam had slammed into wall opposite of them, causing it to bow. The pale white dragon had his wings stretched out over Spike and the others to prevent them from becoming injured.

Chrysalis had yet to turn herself around, and was instead starting to focus on the group. Her horn lighting up once more, charging another attack. This attack however, was to be directed at the gang of friends.

"NO!" Celestia shouted, and headbutted Chrysalis in the side. The queen flew back, grunting in pain.

"You must get out! Now!" Celestia shouted at the group.

"But . . ." Spike started to argue.

With a fling of her horn, Celestia forced the other changelings out of the air with a blast of her magic. Freeing the airways for the group, she again commanded, "NOW!"

Spike turned towards the others, and Celestia watched them figure themselves out. Ember would carry Spike. Derpy would carry Maud. Fluttershy grabbed Rarity, and the large ivory white dragon carried the other four.

Celestia watched as her loyal subjects, her friends, escaped out through the roof of the castle. "Now Chrysalis, it's just you and me."

Chrysalis didn't respond. She just smiled. Celestia was about to comment, when an explosion of violet energy slammed into Celestia, tossing her back several feet. Staggering to her feet, she could smell the odor of burning fur. But she didn't care.

"Princess Celestia," Chrysalis mockingly announced, "Meet my new friend. Princess Twilight."

Sure enough, standing where her friends were only moments before resting, the Princess of Friendship stood. Her horn glowing purple, eyes glazed over green. "Twilight," Celestia whispered. Celestia heard the cackles of Chrysalis on one side, and the buzzing of changelings on the other. With Twilight staring her down, she'd quickly become cornered.

 _I can't risk hurting Twilight. And Chrysalis . . . as long as she has that thing around her neck, I won't be able to touch her._ Celestia glanced at the changelings spreading out. Her only choice was to tackle the "low hanging fruit" as it were. With a grunt, the princess fired up her magic and spun to take out the changelings. Her beam cut through about five of them when an emerald blast of magic from Chrysalis and a violet blast from Twilight rammed into Celestia's side.

"Ahhhhhhhh" Celestia cried out in agony. Her body slammed up against a wall, and slumping down to the floor, she gasped for breath. The attack had taken the wind right out of her.

Celestia attempted to get up, but a sharp spear of magic from Chrysalis exploded into the floor tile right next to her face.

"Stay down." Chrysalis commanded. "That's what you should have done. And maybe . . ." Chrysalis chuckled, "maybe, I would have let you live." To that, her changelings only hissed and laughed, mocking the downed princess. "Now though, you'll make a scrumptious little meal . . . for all of them."

Chrysalis nodded her head, and at once all her changelings swarmed the princess in a feeding frenzy.

* * *

"We have to go back." Spike said only seconds after landing with the others. "Celestia needs our help!" Turning towards Ember, the dragon wasted no time. "Where are the other dragons?!"

Ember said nothing. She just pointed to the horizon. In the distance, the flapping of wings could be seen. The dragons looked no bigger than birds flocking over the sea. Unlike a bunch of seagulls though, the dragons announced their arrival with roars that echoed over Canterlot.

"But Celestia doesn't have that long," Spike argued. "And Twilight . . . she's . . ." The dragon fell silent. "I can't leave her like that."

"Spike, Ah don't rightly know how much we got left." Applejack said. The farmer looked worn. Her Stetson riddled with burns and other marks, she stood close by Dash's side. The pegasus had managed to sit up while Fluttershy and Pinkie Pie helped tend to her wounds.

"But we can't just give up!" Spike said incredulously.

"The dragons are almost here." Ember offered. "Another couple minutes, and they can just take over."

Before Spike could answer, the castle lit up from within. Green and purple lights danced behind the broken windows, creating a strobe effect. From inside, an explosion shook the already rickety castle, the sound echoing into the air like a small bomb had just been detonated.

"We don't have a couple minutes!"

"I'll go with you." The calm, collected voice of Maud Pie rose out from the silence. She limped forward with her leg still wrapped. "As long as Pinkie Pie and the others are safe, I'll fight with you."

Spike was about to answer when Derpy suddenly shot up her hoof and said, "Me too!" Everyone looked her way, stunned at the outburst. Her eyes darted from pony to dragon, head swiveling around. "I mean . . . I want to help you too."

Spike smiled. The friends he'd come to know and love from travelling Equestria were there for him once again. He didn't blame the others for wanting to hang back. It hurt sure, but many of them were already injured or exhausted.

Considering the Pie's condition with her leg, Spike turned to Derpy and hopped onto her back. "You better stay behind Maud. Send the dragons in when you guys see them."

Maud only nodded.

"And us?" Derpy asked.

Spike smiled. "We've got a necklace to steal." And kicking his feet into the pegasus' side, Derpy gave the dragon a knowing grin and lifted off into air. "Back inside!" Spike shouted and not waiting for anyone to argue, let Derpy fly him back up towards the castle.

* * *

Celestia panted for breath. She stood surrounded by Chrysalis, Twilight, and ten changelings. She'd managed to shoot down several of them, but her body groaned in pain. Cuts, bruises, blood, all stained her usually perfect white coat.

A chuckle from Chrysalis and Celestia fired up her shield, reflecting not only the queen's, but also Twilight's blast of magic harmlessly away from her. Since the battle began, Celestia hadn't been able to get in a good shot of the changeling queen. Not only did that damned necklace prevent her magic from having any effect on Chrysalis, whenever she attempted a more physical attack, Twilight shot her down.

Twilight. Celestia couldn't bring herself to turn on her student. Even if Twilight was under Chrysalis' influence, she could not risk hurting the alicorn. She refused.

When a changeling threw himself at the princess, opening his mouth for a bite, Celestia used the opportunity to fling herself around and buck the creature in the head. He went flying backwards into a wall where he crunched up and fell to the floor. In the same instant, Celestia charged up her magic and fired two carefully aimed blasts at the remaining changelings.

A familiar crackling of magic echoed through the air and Celestia dropped to the floor just as Chrysalis' magic passed on overhead.

"Stop this Chrysalis!" Celestia shouted. "You don't have a way out! Stop this before you lose all of your changelings!"

Another blast exploded out from Chrysalis' horn and the queen stopped for a moment to catch her breath. Chrysalis just shook her head. "I can't stop. I've got nothing left. Don't you see what you ponies have done to me?! To my kind?!" Chrysalis gazed about over her minions. She saw the concern in their eyes. Never before had the changeling kingdom's numbers dipped below the teens. For the first time, the gravity of the situation she'd placed her subjects in hit her. Even staring over at her most loyal of subjects, Tremor, Chrysalis found the familiar signs of defeat etched in the lines on his face.

"You can end this." Celestia said. Blood dripped from her mouth. "Or, you can see yourselves destroyed."

Chrysalis opened her mouth to answer, but closed it upon hearing the thunderous roars of dozens of dragons. She stared up into the sky, looking out through the hole in the castle's roof. The backup was here. Chrysalis cursed. She didn't have a choice. "Fine." She said, catching the other changelings by surprise. "But, I will not leave in utter defeat."

Celestia dug her hooves into the floor. "Don't Chrysalis!" She warned.

The queen only laughed. "Twilight Sparkle." The alicorn perked up at her name.

Celestia's eyes darted over at her student.

"Kill yourself." Chrysalis demanded. "Now!"

"Yes, Queen Chrysa . . ."

"NO!" Celestia screamed out.

Twilight's horn lit up with magic. It glowed, and sparked with power. A faint speckle of bright light emanated from the tip of Twilight's horn, starting to spread down towards her skull.

"Twilight, stop!" Celestia screamed. She'd seen this far too much in her lifetime to ever want to see it again. A unicorn, or alicorn in this case, could charge up their magic to full power, and then instead of releasing it in an energy beam, would instead discharge the magic into their body. The resulting blast typically ended with the victim's organs liquified and alongside a hole in their abdomen from where the magic exited.

Celestia galloped towards the princess, but was tackled by several changelings. Chrysalis stepped slowly over to the princess, peering down at the struggling Celestia. "You and your kind have taken so much away from me. It's only fair that I return the favor."

The magic from Twilight's horn crackled to life, causing the young princess to spasm and moan out in pain. Celestia, unable to look away, watched. Tears fell from her eyes. "T-Twilight!" She shouted again. The pile of eight changelings preventing her from any kind of movement.

A sudden explosion of debris cascaded down onto the ponies and changelings. The distraction was just enough to catch Twilight's attention as Derpy flung herself down at the changelings. Her eyes first landed on Twilight Sparkle, and Derpy shouted back to the dragon on her back. "Twilight's in trouble!"

Half a second passed and Spike had leapt off from Derpy's back. With the momentum of his landing, the dragon easily slid across the room on his back. Seeing his best friend in pain, Spike did the first thing that came to mind. With a deep breath, he spewed a wall of green fire at Twilight Sparkle. His fiery breath pulled the princess out of spell. Twilight quickly tossed up a barrier to protect herself and Spike slammed into the magical dome shortly thereafter.

Derpy meanwhile, zigzagged in low towards Chrysalis. She had the momentary advantage of catching the queen off guard. And with the changelings holding down Celestia, she had a clear shot at Chrysalis. Her wings stretched out in perfect gliding form, Derpy cruised on in at the queen and head-first. She rammed into Chrysalis' chest. The impact sent both of them tumbling over the floor.

Derpy was the first to awaken, and she saw the stumbling Chrysalis right next to her.

"The necklace! Get the necklace!" Derpy heard Celestia shout from under her pile of changelings.

Before the queen could react, Derpy leaned her head in, and taking the necklace of green shards into her mouth, yanked it as hard as she could. The cord snapped and the pegasus threw it out across the room and onto the floor.

"NO!" Chrysalis cried out, and turning to Derpy, the queen bucked the pegasus in the head. Derpy tumbled back several feet, dazed.

Two of the changelings shot off from Celestia and towards the necklace. Their hooves stretched out, ready to grab the necklace and return it to their queen. Before they could get there, two large, scaled feet smashed down onto the jewelry. The changelings pulled up at the last second to avoid colliding with the monstrous beast. The dragon folded his wings and leaned in, snarling at the two love suckers. With a loud roar, he easily grabbed the attention of every-pony there.

Celestia used this distraction to buck off the remaining changelings from her body. They buzzed away like flies, and landed near their queen. Another dragon landed in the castle, and then another. Several more flew in circles overhead, casting shadows down onto them.

"Queen Chrysalis." Celestia said, taking slow steps towards the changeling queen. With the dragons now standing guard, the queen's minions didn't dare make a move on the princess. "I want you to look at everything you have done, at everything you have caused."

Chrysalis only briefly glanced about the room. Her changelings stood close to her side. The pegasus she'd kicked had disappeared out of her sight. Twilight on the other hoof, had halted the battle with her little pet to watch the movements of the other, far more intimidating dragons. Chrysalis just cursed. She turned to Celestia in anger. "And then what? Banishment? Turned to stone perhaps? Or am I to rot in one of your many dungeons?"

Celestia didn't respond. Instead, she charged up her magic. The changelings surrounding Chrysalis hissed, their hair standing on end, or at least it would've if they'd had any. Even Chrysalis herself took a nervous step back. When Celestia unleashed her magic however, she directed it at Twilight Sparkle. The beam of golden, blinding light, struck the alicorn in the forehead, burrowing deep into her body. Twilight shook and spasmed from the intensity of the magic. She dropped to her side and twitched, foaming at the mouth.

When finally, Celestia pulled back her spell, Twilight laid unconscious next to her friend. Nodding to the little dragon, letting him silently know the princess would live, Celestia pulled her attention back to Chrysalis. "I am afraid that none of those options are suitable punishments."

Chrysalis continued to back away from Celestia. "What then?" She hissed. "You gonna kill me?! Even as Daybreaker, you didn't have the guts."

Celestia took in a deep breath. Her body wrought with pain, coming from both her aching joints and the stabbing guilt in her heart. Certainly, there'd be consequences for her actions. That was fine. She'd accepted it. But what she couldn't accept, was the knowledge that a creature like Chrysalis could do all this again if given the chance. "I have no other choice."

* * *

With those words, all oxygen drained out from the room. Along with it, every sound vanished into thin air. Tremor stood only several feet from his queen. He didn't believe it. After all this, after everything his majesty had been through, they were going to kill her. Tremor dared a glance over at Queen Chrysalis. Her stoic figure didn't waver. Her eyes though, her eyes gave her away. Though she tried to preserve her poker face, Tremor had spent enough time with his queen to know when she was afraid. He knew what terrified her.

It was also in this moment, that Tremor remembered a time in his childhood, a time that even now, created a tightness in his chest. For like all changelings, he had once been young, a child even. Unlike most other changelings however, he'd been a runt. And as rules of the hive were, only the strong survived. It was then that Chrysalis had first noticed him, had first spoken to him.

After a particular cruel episode of beatings and harassment, that of which left Tremor's bones broken, and his eyes black and blue. He withered up in a solitude corner of the hive, and cried. Even now, Tremor could see the image of his whimpering self, as if it were yesterday.

A set of hoof-steps had tap-tapped behind him. He remembered the fear that had swept through his body, that his oppressors had returned to finish the job. But it was not them. It was the queen. Queen Chrysalis had stood there staring down at him. She'd been beautiful. Much like now, only younger of course. Her eyes bore no mercy of any kind, for that was not the type of ruler that she was. Instead she had observed him like one would observe a fly with its wings cut off.

" _Are you dying?" Queen Chrysalis asked._

" _I-I don't know . . . it-it hurts!" Tremor whimpered out. "I-I can't get up! I-If they come back . . ."_

" _If you're going to die, then die." Chrysalis said. "If you want to live though, then fight. Life isn't granted to those who are weak."_

 _Chrysalis leaned in, and Tremor saw an intensity in her eyes, something that at first glance, frightened him. "Changelings are strong, determined, and ruthless. If other changelings are bullying you, it's because you're weak."_

 _Tremor's lip quivered. "B-But . . ."_

" _No buts." Chrysalis snapped. "Don't be weak. You will not survive if you are weak. Stand up for yourself. Fight. Because one day little one, you may have to stand up for all of us."_

Tremor took in a breath. He'd come a long way since his days as a runt. He'd gained respect, even admiration among the others in his service to the queen. But none of that mattered. Almost everyone was dead. All that mattered now was Queen Chrysalis.

"You have no place in this world Chrysalis." Celestia said. Her voice ice cold, her eyes boring into the queen's.

Tremor stared in disbelief as Princess Celestia charged up another beam of magic. The others around Chrysalis stood ready to attack, ready to fling themselves at a moment's notice in their queen's defense. But it wouldn't' be enough. Tremor knew it wouldn't be enough, because he'd seen this before. Celestia's magic would pass right through them like knife through butter.

A powerful blast tornadoed out of Celestia's horn. Winds kicked up and blew away debris as the magical beam zeroed in on his queen. _No! This can't be happening . . . I'm not letting this happen!_ Tremor's mind raced and he charged Chrysalis. His hooves pounded into the floor, carrying him as fast as possible to his majesty. The winds that kicked up from Celestia's blaze tossed the others away from their queen like rag dolls.

Burying his head down, Tremor dived into his queen, and with his forehooves, shoved Chrysalis out of the way. He'd only made eye contact with his queen for a moment. He saw the fear in her eyes, the tears, and then the wall hammered into Tremor's body.

* * *

Twilight's eyes snapped open. Her body ached, her head pounded, and her legs wobbled like jelly. She lifted her head up off the floor, and even that made the princess wince in pain. Vision came slowly, and her hearing returned even slower. Sitting herself up, Twilight winced out the light showering in from above. "W-Where . . . am I?" She asked.

Shaking herself free, she turned and found Spike sitting there next to her. "Spike . . ." She said softly, and the dragon pulled away. "What is it? What's wrong?"

"Are you really Twilight?" Was the dragon's response. "You're back?"

"I . . ." and a searing headache clawed through Twilight's skull, racketing her brain and sending electric like pins down her spine. Vague memories drifted in front of her eyes. The statue of Starlight, her friends, and even Princess Celestia, all passed by one by one. Then, excruciating pain. "What did I do?" She asked.

Spike broke eye contact. "S-Something bad. You did something really, really bad."

Twilight sighed. She'd been under Chrysalis' control. That much she knew. But her memory was far too broken up, too scattered to piece things together. It was like waking from a dream. The more she tried to remember, the more that slipped through the cracks.

Seeing Celestia and the others, Twilight asked, "W-What's going on?"

Spike took one cautious step towards Twilight. "It's Celestia. She's going to kill Chrysalis."

Twilight's ears perked up at the statement. "She's what?" Turning towards the others, Twilight scrambled onto her hooves. Ignoring the protests of her friend, the princess fumbled over herself until her legs actually obeyed and held her weight.

With a quick gallop, Twilight rushed over to Princess Celestia. "Celestia! Please stop!" She cried out.

"Twilight, you shouldn't be . . ." Celestia started, but never finished.

Coming to a halt in front of Chrysalis, Twilight gazed upon the remains of the changeling, Tremor. He sat sprawled out in Chrysalis' hooves. The hole in his chest made evident he'd almost been blown in half. Chrysalis met Twilight's gaze, and for the second time since knowing her, Twilight found tears rushing down the queen's face. She did not try to hide it. She only stared at Twilight, and then back down at her changeling, whose ears she stroked, and whose head she held.

"Twilight. Get out of the way." Princess Celestia instructed. "We must end this."

"Please," came the soft whispers of a tired Chrysalis. "Please . . . if you must, at least let the other changelings live." The will to fight having completely vanished from the Queen's face, she looked almost pitiful. "There's only six of them now."

"I cannot take that risk." Celestia stared down at the changelings. "Your kind has proven to be nothing but monsters. Twilight. Move."

The princess looked from Celestia, to Chrysalis, to the dragons, and then to Spike and Derpy. But most of all, Twilight watched the six changelings all gather around their Queen. Despite what she had just said, the love suckers tightly packed themselves defiantly in front of Chrysalis, standing in protection of her.

Chrysalis appeared to have neither the heart nor the willpower to tell them otherwise. "I'm sorry." She finally whispered out. "I'm sorry I have failed you all. Because of me, our kind will go extinct."

The changelings visibly were shocked by this proclamation. None of them had ever before heard their queen apologize, not for anything. Yet here she was, broken and defeated. The changelings gave each other concerned glances. Finally, one of them spoke up. "No apology necessary my queen. It was an honor to serve you." Another chimed in, "If anything, it was us you have failed you."

Chrysalis closed her eyes and hugged the body of her dead soldier tighter. Tremor was loyal, but so were the others. Laying her soldier down to rest, Queen Chrysalis stood onto her hooves and slowly approached Celestia and Twilight. Each of her remaining changelings followed her towards the princess.

"Twilight. Please." Celestia pleaded.

The young alicorn gazed up into the eyes of the changeling queen. "Chrysalis . . ." She started to say. Because for the first time, Twilight felt as though she understood the changelings, if only a little.

"Princess Twilight Sparkle . . ." Chrysalis said. "Someday, you will be a formidable ruler." And with a blast of her magic, Chrysalis shot a beam of magic that threw Twilight out of her path.

The violet alicorn landed several feet away from the others. She scrambled to her hooves and shouted, "Celestia don't!" But before she put herself into a gallop, a white beam of light shot out repeatedly from the alicorn's horn. Like multiple lightning strikes, Celestia's magic cackled and ripped through the air. The attack was brief, but complete. Twilight didn't even see the bodies drop. The glow from Celestia's horn had blotted them out, and when finally, the magical aura dissipated, only Princess Celestia remained standing.

Turning to Twilight, Celestia whispered, "It's over."

* * *

Outside of the castle, dragons swarmed. Overhead and around the grounds, the beasts guarded the skies. Anything that wasn't dragon or pony, they attacked. Only a couple had actually entered the castle due to the structural damage. Any more dragons recklessly smashing through any part of the castle easily would have caused the whole thing to collapse.

With baited breath, Maud watched from the protection of Ember, Torch, and others as flashes of light danced throughout the castle. Screams and cries were heard, and she'd held her breath for minutes at a time after Derpy and Spike had returned into building. Every second she didn't hear from them was a second too long.

Even Pinkie Pie, Applejack, and the others were speechless. None had the strength to speak, or the words by which to explain any of this.

Several minutes passed, and Maud glanced down to Ember, the little dragon that had assured them all would go well. A knowing look filled her eyes and she nodded here head. Placing a hand on Maud's side, she silently spoke to Maud, letting the pony know she was there, and that everything would be alright.

 _Were we too late?_ The only question that circled through Maud's head, did so over and over. She felt herself beginning to sweat. Eventually, she had to sit down, to get weight off her injured leg.

Finally, everything went quiet. Several more minutes passed, and then out of the castle, three figures emerged. Twilight Sparkle, Derpy Hooves, and Spike the dragon walked side by side out of the Canterlot Castle in silence.

When the three finally arrived, they all just looked at each other, unsure of what to say.

"Well?" Applejack asked softly.

Twilight nodded. "It's done."

"Where's Princess Celestia?" Maud asked.

Twilight gazed back. "Inside. She's getting Princess Luna. Luna . . . she didn't make it." Twilight, too exhausted to cry, just looked out over the others. They stared back in equal exhaustion.

A silence fell over the group, and eventually, Ember raised her hand as if in a school. "The dragons . . . they found hundreds of ponies imprisoned in the caves, in some kind of cocoons."

"Are they okay?" Spike asked.

Ember nodded. "We've been extracting them out into the city, away from the castle."

"Good." Twilight answered. "Good."

"So, what now?" Rarity asked.

"Rebuild." Twilight said. "I don't know how, but rebuild. That's all we can do." To this, none disagreed. They only nodded their heads, and then stared on in silence, as Princess Celestia exited the castle, with her little sister draped over her back.


	29. Chapter 29

Well I managed to get this chapter done much faster this time around. It's pretty much wrapping things up for the story. And wow, has this been quite a ride! I do have one more chapter planned, though that is just going to be a short epilogue. It'll probably be a short scene with the three princesses to close out the story. But who knows, maybe I'll toss in something else as well. I've strayed a bit from my plans for this story, so the final chapter is a little bit up in the air, but I think I basically know what's going to happen.

Anyway, more characters ended up dying than I had originally planned. Luna and Chrysalis weren't originally meant to die. But as Chapter 28 had progressed, their passing had come pretty naturally for me. So i incorporated it. Thank you all for taking the time to read this story, and this chapter. It has greatly been appreciated, and I will see you all in the epilogue.

 **Chapter 29**

Devastation. Complete and utter devastation. Nothing else could describe what Cadence saw when she stared out over Canterlot from her little shack. The castle in ruins, condemned, the plan for demolition had already been signed and scheduled. Flattened houses, whole blocks reduced to ashes, nothing had escaped unscathed. Fires still burned from within the city limits. Fortunately, dragons and ponies alike worked day and night to bring the blazes under control.

Then, there were the bodies. Cadence had to on more than one occasion step away from it all. At first, it'd been the smell that bothered her. The manner in which the rancid smell of burnt fur and decomposing flesh mixed was enough to drop her loving husband, Shining Armor, let alone herself. But then like anything, she grew accustomed to it. The smell bothered her nose no more than that of a light tickling. The sight of creatures whose lives had been so viciously torn out, pulled on her heart. Mares, stallions, and fillies alike, so many were gone. It'd be months before they'd have an accurate count. After all, this was only Canterlot. What would they find in Ponyville, or back home, at the Crystal Empire? Cadence shuddered at the thought.

Now though, a week after being freed from that horrid cocoon, a week after the death of Chrysalis and the end of Daybreaker's terror, a new trouble lingered over the city. Cadence, placed in a small shack erected by surviving soldiers, had to decide the fate of her adopted aunt, Princess Celestia, and her sister-in-law, Twilight Sparkle. A stack of papers detailing eyewitness accounts from various survivors of Canterlot, Cloudsdale, and Ponyville, described every decision, every encounter with both of her fellow princesses. Even Twilight's friends had contributed pages worth of testimony.

"Celestia . . . Twilight . . . what have you done?" She whispered to herself. Her heart ached. She wished for nothing more than this whole thing to be forgotten. But such would not be the case. Justice needed to be served. "I'm sorry."

A soft knock on her door pulled Cadence from her thoughts. "Come in." She weakly said, seated near her papers.

"Cadence, are you alright?" Shining Armor asked. His voice heavy, his eyes filled with bags.

"As good as one can expect." Cadence answered with a weak smile.

Shining Armor stepped up to his wife, and nuzzled against her neck.

"How's Flurry Heart?"

Shining Armor smiled. "She's resting. I've got one of the soldiers looking after her. She's doing just fine."

"Maybe I should . . ."

"After this, and after you get some rest." Shining Armor said. "You're in no condition to be looking after a child. Besides, it's almost time for the gathering." The captain pulled away from his wife, staring down to the floor. "They're . . . taking it pretty hard. Neither one said a word . . . when we pulled them out of the dungeon."

Cadence nodded. She'd considered allowing both Celestia and Twilight to help with the reparations. She thought it might do them and the city some good. The crowds though, the crowds would've eaten them alive. "Where are they now?"

"On the stage . . . and ready."

Cadence nodded. "I'm ready too." She said. "Are Derpy, Spike, and Maud still here?"

"Yes, they've been helping out with everyone else. But they're ready too."

In having to decide the fate of both Celestia and her husband's sister, Cadence felt the desire to inspire the survivors with hope. Punishing the guilty alone was not enough. Too much of that was ongoing. Speaking of the guilty, "Captain," Cadence started. She only ever called her husband "captain" when looking for an official report. "Have you found any changelings?"

"We've only run across one or two that were alive. But they surrendered themselves upon sight. There was a third but . . . the mob got to him first."

Cadence only nodded.

"The other two are locked up, and safe. We can decide their fate later. But right now, . . ."

"Yes, I'm coming."

Shining Armor opened the door and led Cadence out of her little house and out into the open. Ten guards lined each side of her door. The parade had been prepared, and about twenty feet ahead, a stage had been constructed for her to make her decision known. The walk to the stage dragged on for what seemed like miles. As she passed the growing crowd, she spotted Applejack with her family, Pinkie Pie, Rarity, and the others. Cadence spotted dozes of earth ponies, unicorns, and pegasi. Still the crowd grew. Every-pony that wasn't involved with emergency rescue or medical care was here.

As Cadence climbed the stairs to the stage, she found her podium. To its left were two chairs. Both Celestia and Twilight were seated in them, bound with chains. Neither met her gaze. To the right, sat Derpy, Spike, and Maud. The three looked equally uncomfortable being up in front of everyone, for various reasons. Cadence gently smiled at them, completely understanding their discomfort.

Finally, Cadence stepped up to the podium and gazed out amongst all in attendance. Not only was this her first time speaking in a position of authority after her recovery, but it was to be her first time speaking as sole ruler of all Equestria. They very notion quaked her legs, and cracked at her voice. There'd be no-one else to turn to. The buck stopped here.

Cadence took a moment and gathered herself. She waited for all the whispers to stop, and for the hundreds of eyes to be focused up on her.

"Mares and gentle-colts, we are gathered here today to end one of the darkest times in Equestria history. Over the past several months, we have watched our once powerful, and proud kingdom, fall into ashes at the hooves of great evil. In that time, so much has been lost. Too much." Cadence said, brushing away some loose tears. "Friends and families. Brothers and sisters. Mothers and fathers. Homes. Trust. Love. Our losses have been so great, the black void that remains threatens to swallow us all."

Cadence gulped, and glanced over towards Celestia and Twilight. Their heads both hung low, ears flattened. What broke Cadence's heart the most now, was that she could not console them. She hadn't been allowed to so much as speak with the two for fear it would interfere with the decision she was going to announce.

"My sympathies first and foremost go out to all of you who have lost loved ones during this crisis. My heart breaks for you, cries for you." Cadence said, turning back to the crowd. "Do not be afraid to speak to me with your grievances. I am here to be in your service."

Then clearing her throat, Cadence took in a deep breath. "Let us now address the fates of those who have hurt us beyond repair." At these words, Cadence felt the pin prick of eyes staring at her from behind. Both from Twilight and Celestia on her left, and the three on her right.

"First, Princess Celestia. My dear and loving aunt, whom adopted me into her fold at a very young age. Her role in Equestria cannot be understated. Princess Celestia, you've been a role model for us all, and the face of this kingdom for over a millennium. With your actions however, you have shown great weakness, and allowed an evil so destructive to possess you, the ripples will be felt for generations to come. Princess Celestia, as the now sole overseer of the kingdom of Equestria, I hereby banish you from this land for no less than one thousand years."

A collective outburst of gasps and whispers flooded over the audience. Cadence heard sniffles from behind her. She closed her eyes. _Don't look back. Don't look back._ She repeated to herself. If she turned around now, she wouldn't be able to continue. She just wouldn't.

"Princess Twilight Sparkle," Cadence continued. Her voice silenced the audience almost immediately. And at this, she knew she had her husband's attention as well. "Loyal student to Celestia, and meticulous in everything that you do, have disappointed this kingdom with the grave recklessness in which you governed Ponyville. The blatant indecision and lack of wisdom in your leadership directly contributed to the deaths of countless ponies, the capturing of many more, and your eventual corruption. You are held directly responsible for the death of Starlight Glimmer, and indirectly responsible for the death of Princess Luna."

A familiar whimpering was heard from behind, and Cadence knew Twilight had broken into tears. "Being young and naïve to the workings of rulership, you have been forgiven for your failures in leadership. But for the lives destroyed under your care, and for the countless deaths laid at your hooves, a price has to be paid." A collective breath was drawn in as Cadence licked her dry lips. "Princess Twilight Sparkle, as the sole overseer of the kingdom of Equestria, I hereby banish you from this land for no less than one thousand years."

Cadence paused for a moment to allow the crowd to take in what she had just said. In that time, she watched Twilight's friends break down into tears. She watched some ponies applaud her decision, while others grumbled about the lack of severity. Cadence listened to the tears behind her and against her better judgement, turned around to find Twilight held in Celestia's hooves.

Was this the right decision? Did she really choose the best course of action? Cadence didn't know. A slap on the wrist just didn't cut it here. Ponyfolk weren't about to just up and forgive for the atrocities that had occurred; even if Cadence wanted to. And she so desperately wanted to.

Celestia looked up from the crying Twilight, and met Cadence's eyes. All the pink princess could think to do was mouth the words, "I'm sorry. I'm so, so sorry." Celestia just nodded her head, and somehow, amidst all of this, managed an encouraging smile to her niece. How she pulled it off, Cadence didn't know.

Turning back, the princess closed her eyes and continued. "If either of you are found in violation of this sentence, the mandatory punishment . . . is death. I shall personally send for you both on the day in which you may return. Do not consider yourselves welcome in Equestria until then."

Cadence turned to the guards standing closest to Twilight and Celestia. With a simple nod of the head, the guards stepped up to the two princesses, and escorted them off the stage, and out of sight. Taking a moment to compose herself, Cadence eventually opened her eyes and faced the ponies.

"As the heroes of yesterday fell onto their knees, a new shed light was found in the most unlikely of places." The princess turned and smiled kindly over to Maud, Derpy, and Spike. None of them, she guessed, felt particularly heroic or deserving of this attention (especially after what had just occurred). The need to celebrate, to instill hope back into Equestria was vital to their survival. And so, honoring the three was just as important, if not more, than punishing the guilty.

"Even when our last holdout, Ponyville, fell to evil, hope refused to die. It lived on within Spike the dragon, Derpy Hooves, and Maud Pie. Together this trio rose above the odds, and in the face of death, summoned the courage and fly to our aide. These three proved that you do not need the Elements of Harmony, or even magic, to do great things."

With a quick gesture, Shining Armor stepped up to the stage and placed a golden medal around the neck of each one. His smile forced, his eyes puffed up, he stared gratefully into each of their eyes. "Derpy," he said to the pegasus. "You may have been worthless with a sword, but you're one of the most courageous soldiers I've ever had the honor of working with . . . despite the circumstances."

"T-Thanks C-Captain . . ." Derpy said. Her voice soft, and nervous. She hadn't forgotten the training that she'd done for Cloudsdale. Part of her wished she'd grown more skilled with the sword. Maybe it would've helped them.

"Spike. Thanks for always being there for Twilight." Shining Armor said to the dragon. "I really appreciated knowing you were with her."

The dragon didn't say anything, but just nodded. Shining Armor figured the dragon must be just as choked up about the whole ordeal as he was.

"Maud. I don't know you that well. But congratulations, and thank you." Shining said.

Maud nodded.

Once the medals were handed out, Cadence continued. "Over the past week, Maud, while injured, has used her ability with hornfels to create music for the young foals. Spike has been using his fire breath to burn away debris to help free trapped ponies. And Derpy, she's been flying all over Equestria with other pegasi in the hopes of rescuing as many survivors as possible. In the coming months, we will restore Canterlot, Ponyville, the Crystal Empire, and everyone's homes. We'll restore the train, and get things back to normal as quickly as possible. But we'll need courage, determination, and love if we are going to succeed. All of which, these three have shown plenty of. Let us rise in thanks and celebration of these wonderful heroes." And Cadence clapped her fore-hooves together in applause. Surrounding soldiers quickly joined in the clapping, then ponies in the audience; until everyone participated in the applause.

Cadence ended her speech with calls to action, requests for love and patience from everyone, and then dismissed the ponies to go about their work. When finally, the crowds had dispersed, she turned to the three who had remained on the stage. "Spike, could you get the others? I'd like to see them."

"Right away Princess Cadence." And the dragon scurried off.

"And for you two," Cadence said, directing her attention to Derpy and Maud. "Take the day off. There'll be plenty for you to do tomorrow."

* * *

Climbing down the stairs with Maud, Derpy stared out over the dissipating crowd. Part of her felt relief, most of her just felt tired. After having spent the better part of the week running rescue missions and scouting for survivors, she felt ready to tip over. Taking a couple steps away from the stage, Derpy's crossed eyes closed for a second. At least, she thought it only a second for when she opened them back up, she stared up into the big eyes of Maud Pie. "S-Sorry Maud. I didn't mean to . . ."

"Everything alright Derpy?" Maud asked in her usual monotone voice.

Derpy nodded her head. "Yeah, I'm fine. Just a little tired. Flying all over Equestria takes a lot out of ya. Zecora's, Ponyville, and the train site . . ." Derpy's voice trailed off. The memory of some of those flights stuck with her. The fillies were thankfully okay, and so was the zebra. Others in Ponyville and up along the train were not so lucky. There'd been some rescues sure, but many, many more tragic findings. Considering the time that had passed since Ponyville and the train were lost, they didn't expect much out of the trips. Maybe a survivor or two, possibly discover some supplies, the advantage of being a pegasus allowed for quicker coverage of the land.

"Do you want to talk about it?" Maud asked carefully. Her voice, while lacking emotion, was hesitant.

"Not really." Derpy said. "Just . . . really hoped we'd have found more ponies alive is all."

Seeing the trouble in her friend's eyes, Maud placed a hoof on Derpy's shoulder. Giving the pegasus a real smile, Maud said, "You did your best. A lot of ponies are still alive because of you."

Derpy couldn't help but place a hoof on top of Maud's. "We did it . . . Spike too." Derpy added when she realized the dragon wasn't there. The delivery pony let out a small chuckle, actually feeling a bit relaxed.

"I'm going to head back to the fillies." Maud said. She'd grown surprisingly close to some of the little tikes.

"Okay." Derpy answered. She ran a hoof through her mane and suddenly she remembered. "Oh Maud! Before you go . . ."

The farmer stopped to see what Derpy had wanted. But as she did so, a blur of white zipped through the air and crashed against Derpy's forehead. The impact while soft, caused the mare to stumble back onto her flank in a daze. "What the . . .?"

"A paper airplane?" Maud asked, picking up the innocent little aviator.

"Derpy," a familiar voice called out.

The pony only needed one look at the voice's source before a smile spread wide across her face. "D-Doctor Hooves!" She cried out, tears starting to brim at her eyes. Sure enough, standing just several feet away was the one and only doctor. His mane and tail were a bit mangy, but he still wore that tie.

The doctor didn't even bother opening his mouth since as soon as he'd been spotted, Derpy had leapt through the air and into his open embrace. He patted her back, and let the pegasus cry for a moment, giving Maud an understanding smile.

Holding his friend a little time longer, Doctor Hooves pulled her away as he felt the sobs starting to quiet down. Staring into those big beautiful eyes of hers, he couldn't help but chuckle, "It's mighty good to see you too Derpy."

Still sniffling, the pegasus whimpered, "I-I didn't know if I'd see you again. Everything happened so fast . . . and I had to leave Ponyville . . . and I . . . I was so worried about you."

"And I you. I'd been working on some research in Filly Delphia when things turned south. But with a bit of ingenuity and a lot of luck, I managed a daring escape onto Foal Mountain. Hid out there ever since."

"I'm so glad you're alright."

Stroking over his friend's head, Doctor Hooves' smile couldn't have grown any wider. "I was worried about you too, you know. But I should have known better." When Derpy stared up at the doctor in confusion, he merely brushed away a stray hair from her face and said, "Like I've told you before," and the doctor scooped up the paper airplane, unfolding it to reveal the words, "My Hero" in big letters to Derpy. "I always knew you would achieve great things. But even I, with all my calculations and predictions, could never have anticipated something like this." Then wrapping Derpy in another hug, Doctor Hooves said, "I'm so very proud of you, Derpy. Good job."

"What will you do now?" The pegasus softly asked, still embraced with her friend.

"Well, I suppose I'll have to hang around here and help out where I can. Don't rightly have a train to get back and check on my lab. I'm sure those creatures probably tore it up the same as everyplace else."

Blinking away the last of her tears, Derpy quickly added, "I'll help! Whenever you get to your lab that is . . . I-I'll help."

Doctor Hooves smiled back. "I'd certainly appreciate it."

Behind them, the faint sound of hooves walking away caught Derpy's attention. She turned out of curiosity to find Maud drifting off on her lonesome. Panic suddenly rushing through the pegasus, she turned back to her friend who knew all too well what was to come out of her mouth. "Don't worry about me, Derpy. I'm not going anywhere."

"Thanks!" Derpy said, and with one last hug, she darted off towards Maud.

"Maud! Wait up!" She called after the rock farmer.

"It's okay if you wanted to spend time with him. I know how much you missed him."

"I do but," and Derpy glanced away, her voice softening to a whisper, "I want to spend time with you too. And . . ." Reaching back into her mane, she pulled out a small pouch. "I-I wanted to give you something."

Maud's eyes widened ever so slightly as Derpy opened the little pouch and out rolled a very familiar little stone with a very familiar little nick. Maud leaned in close, her mouth dropped open by a few centimeters, stunned at the find.

"Is this . . . Boulder?"

"Yep!" Derpy said, and then biting her lip, ". . . at least, I think so. He's got the same mark anyway."

Maud took the little rock out of Derpy's hooves with the same care one would pick up a baby. She held the little rock right up to her eyes, inspecting every corner, every side. "It is Boulder. Welcome back." She said.

Derpy opened her mouth to comment, but never managed out a word. With all her force, Maud tackled the pegasus with quite possibly the warmest hug she'd ever received. It left the delivery pony reeling a bit as she could do nothing but wrap her hooves around the rock farmer and hug her back. And the more Derpy thought about it, the more this resembled one of Pinkie Pie's famous hugs. _Guess it runs in the family._ Derpy couldn't help but chuckle to herself.

When the two did finally part, Maud helped Derpy off the ground and asked, "How did you find him?"

"Well," Derpy began, "We were at the train crash looking for supplies. He kinda tripped me with this other rock . . . I guess he missed you."

"Other rock?" Maud's head tilted to the side. "What other rock?"

Derpy reached back into her mane. As a delivery pony, she'd grown quite accustomed to storing small items in her mane for quick retrieval. Pens for signing, or stamp rolls for selling, only problem was that things occasionally got lost in there.

A moment later, Derpy had found what she was looking for and pulled out a rock covered in bubblish turquoise. It kind of looked like a train engine with bright blue bubbly smoke spilling out over top of it. Holding out the fascinating specimen for Maud to get a closer look, Derpy said, "He seemed really nice . . . and pretty too."

Maud simply nodded. "A Botryoidal Gem Silica. A perfect example of a rock exhibiting the botryoidal habit that is typical of chalcedony. What a discovery." Then glancing up to Derpy, Maud smiled and said, "And it's a _she_."

Derpy's head bolted up. "Wha . . ." but stopped midway as Maud giggled. Yes, Maud actually giggled.

"Have you named her yet?"

"Well, I was gonna name her 'Sparky', but . . . now I don't know."

"How about . . . Gem?" Maud finally suggested.

Derpy couldn't help but chuckle. The name sounded awfully funny at first. "Gem. Gem? Gem." The more she repeated it though, the more fitting it sounded. Finally nodding, she said, "Gem it is."

Placing Boulder in her frock, Maud joined Derpy's side and said, "You know, if you and Doctor Hooves would need any help with the lab, you can come to me . . . I wouldn't mind."

Derpy's eyes lit up. "R-Really?" And when Maud nodded her head in affirmation, it was Derpy's turn to tackle hug her friend. Somewhere behind them, Doctor Hooves just shook his head and smiled.

* * *

Iron bars, ice cold to touch, surrounded both princesses in a quick makeshift jailcell in the caves under the castle. At the entrance stood two guards, preventing entry from almost everyone except for a select few. Twilight sighed. Once again, she found herself locked up in these caves. This time though, she didn't fight it, didn't search for a way out. She deserved it. The punishment handed out to both her and Celestia was as good as a death sentence. Her friends, they'd all be long gone by the time she'd be welcomed back into Equestria. Celestia knew very well the curses of being immortal, but Twilight, she was just awakening to them.

Their time in the prison, starting shortly after Princess Cadence and the others were revived, had mostly been spent in silence. What was there to say? Both her and Celestia had allowed one of the greatest calamities to occur. Not just allowed though, they actively participated in them.

Twilight's mouth ran dry. Her legs began to wobble and so she laid down in her little corner of the cage. The tears started to flow as she imagined the world she'd leave behind, and the friends she'd never see again. Could she even return to Equestria once the time was up? Would she even want to after all of this? In the back of her mind, Chrysalis' words rang out to the princess: _I don't think anything can bring things back to how they were. Those times are gone._

Twilight shuddered. She never realized until now, just how right Chrysalis would be. Gulping, the young princess buried her head in her hooves and started to cry. She cried for her friends, who'd she'd never see again. The best Twilight could look forward to was visiting their graves. She cried for Cadence, who'd be ruling Equestria all alone. And yes, she even cried for Chrysalis. Maybe it'd been the control the queen had placed over her, but the annihilation of a species, even the queen's death, made Twilight sick to the stomach.

The soft tickling of downy feathers brushed down over Twilight's back and looking up, she found Celestia standing at her side. "Are you alright Twilight?" Her voice hoarse, and unsteady.

Twilight shook her head. "No. I'm not." Her voice cracking up as her cheeks were stained with tears.

A silence passed between them and only Twilight's ragged breaths could be heard. Nothing Princess Celestia could say would fix this. Nothing she could do would ease Twilight's pain. They both knew that.

"I'm sorry Twilight." Princess Celestia finally said. The words provided no comfort, but they still needed to be said. "I let you down, all of you. And now I've dragged you away from everything you care about."

"Princess Celestia?" Twilight interrupted, finally meeting her mentor's gaze. "Why did you do it? Why did you kill Queen Chrysalis?"

"I have been a ruler of Equestria for a long time, a lot longer than I care to admit sometimes." Celestia carefully started. She'd anticipated this question, though had hoped it would never come. "And I have seen love and harmony spread throughout Equestria. But, I have also seen what happens when hatred and fear is allowed spread." When Twilight broke eye contact, Celestia reached out with a forehoof and brought her student's gaze back to meet her own. "When I saw what she'd done to you, I understood for the first-time what Queen Chrysalis was truly capable of."

"B-But at Cadence's wedding, she did . . ."

"The same thing? No Twilight. She incapacitated Shining Armor at most. What she did with you, was prove that she could erase all traces of friendship from your heart. That goes beyond feeding off a pony's love, or using disguises for infiltration and deception. Don't you see Twilight?" Celestia asked, "Chrysalis didn't truly need her army of changelings to get what she wanted. She just needed ponies like you, whom she could control and send out to do the work for her."

Twilight laid her head back down onto the floor of their prison. She allowed Celestia's message some time in her head. "But . . . she cared so much for her changelings. They were her kingdom to look after. The time we spent together, I thought that was biggest takeaway. Even before you killed her, she mourned the loss of her changeling. T-There had to be another way."

Celestia sighed and admitted, "Maybe there was. But as princess, I had to make a decision that protected Equestria. I couldn't afford to waver. Lives were at stake . . . including yours."

Twilight nodded her head in understanding, but remained silent. Maybe that was what Cadence had meant, what Chrysalis had meant when they'd called her indecisive. When Ponyville had needed a leader, she'd meandered around far too much. There was Tremor affecting her decisions, but just how much of the blame fell with him? At some point he'd stopped becoming the reason, and simply became an excuse.

A soft knock on the cave walls pulled Twilight and her mentor from their thoughts. They turned to find Princess Cadence standing near their cell. A sad, forced smile spread over her face to greet the two. She walked up to their cell and asked, "How are you two doing?"

"As well as one would expect," Celestia answered in earnest.

Cadence nodded. "And you Twilight?"

"Given the circumstances, I'm alright."

Cadence sighed. "I'm sorry things have to be like this. I . . ."

"It was the most appropriate way to handle things." Twilight said, standing herself back up on all four legs. "I know. I just wish I could have been a better princess. Maybe then things wouldn't have turned out like they did."

Cadence didn't respond. What words of comfort could she possibly give the two? She'd just sentenced them to several lifetimes worth of banishment. Two of her closest friends, family even, and she'd gone and forced them out the door. "For what it's worth, I don't think I'll sleep a wink until you're both back. Equestria isn't going to be the same without either of you."

"Thanks Cadence." Celestia answered. "We couldn't be leaving it in better hooves."

A moment of silence passed between them. Then, glancing back at the guards, Cadence nodded her head. "Twilight," she said. "I've invited your friends back to see you one more time." When realization hit the young alicorn's eyes, Cadence had to look away. Just the sight of those budding tears in Twilight's eyes, sent chills through Cadence. After a thousand years, Twilight's friends would be nothing more than names chiseled in stone. "Take as much time as you need," Cadence said and upon seeing the six girls and the little dragon enter, the ruler of Equestria took her leave.

* * *

At seeing Twilight locked in the cage with Celestia, it was Moon Dancer who first touched the bars. Her eyes searching past the averted gaze of her friend, searching for an explanation. "Twilight. W-What happened to you?" She asked, her voice faltering as the others watched silently.

Gathering up her voice, Twilight Sparkle said, "A lot."

"We only told her what we knew," Applejack explained, "up til . . . well up til Chrysalis took over Ponyville. We were kinda hoping ya'd explain the rest to us."

Staring out over her friends, Fluttershy, Pinkie Pie, Rarity, Rainbow Dash, and Applejack, Spike and Moon Dancer, Twilight agreed. Even Princess Celestia deserved to hear this. "Well, how do I begin? A changeling spy had infiltrated Ponyville, and through pure dumb luck, became my advisor. By the time I found out, Ponyville was already under siege . . ."

Twilight spent the next two hours detailing out everything that had happened to her. When gaps existed in someone's memory, or questions arose regarding a specific event, Twilight fielded them. She answered honestly, and openly. She laid out how she was captured, and tossed into a cell very much like the one she was currently in. "In these same caves, Daybreaker held me prisoner. She had a projection of all you shining down into the cell . . . to torture me. I spent a lot of my time there, with you." Twilight explained. "I missed you all so much."

Then, Twilight detailed out the overthrow of Queen Chrysalis and how she'd ended up as cellmates with the changeling leader. To the best of Twilight's knowledge, she spoke at great lengths of each conversation she'd had with Chrysalis. Throughout all of it, none interrupted.

Twilight spoke of her plan to get them out, and how it had failed. She brought up Chrysalis' plan of escape, and how she had vehemently refused. In the end though, Twilight told what she had remembered of that fateful moment when she finally did agree to Chrysalis' plan. "Things got kind of hazy and I don't really remember what happened after I agreed. But next thing I knew, I woke up laying at her side. And the strangest part of it is just how right it felt being there . . . like I belonged with Chrysalis."

Taking a deep breath, Twilight settled down. "And everything else . . . well what can I say, I screwed up. We defeated Daybreaker sure, but, because of me, all of you almost died . . . one of you did."

"If it makes you feel any better," Spike said, "they've already found resting places for both Princess Luna and Starlight Glimmer. The two were the first to be buried there."

Twilight could only nod. "Thanks Spike. Thank you . . . all of you. I'm so sorry things had to turn out this way. I'm sorry for everything I've done to you."

"Twilight," Applejack said, approaching the cage. "Ya'll did so much trying to help us. I know ya'll only did what you thought was best. But I'm still angry with you. We warned you about Chrysalis, over and over we did. And you didn't listen."

The alicorn bowed her head. "I know."

"And back on the farm, ya abandoned my family, and refused to help me when I needed it most! I never thought I'd ever see the day when you'd turn your back on me like that!"

"Applejack . . . I . . ."

The farmer stumbled over her words as she spoke. "Truth be told Twilight, I don't know I could ever look at ya the same again. But I don't want this. Any of it. You may have been a downright rotten friend these past few months, but I know you were trying your best. And I know I wouldn't have done no better myself." Applejack gulped, her ability to hold back even now amazed even her. What had Pinkie Pie said that one time? That she cried on the inside? How true that was. "I guess what I'm trying to say is . . . I'm gonna miss ya Twilight."

"I'll miss you too, Applejack. All of you." And Twilight stared out over her friends.

"Don't worry!" Pinkie said, a tearful smile spread across her face, "I'm gonna throw you the biggest, superest party in all of Equestria when you get back!" Though Pinkie said that to cheer her friend up, they all knew the truth.

"We'll all look forward to it, Pinkie." Fluttershy cooed, placing a hoof on her friend's shoulder.

"When are you leaving?" Spike asked, finally approaching the cage. His eyes focused on his best friend.

"Tomorrow." Celestia answered for the princess. "It'll be best for Cadence and the rest of Equestria to have us out of the way. The sooner Twilight and I can be out of the picture, the sooner ponies here can begin to heal."

"So . . . this is really goodbye?" Spike asked. When all he received in return was a nod from Twilight, the dragon's shoulders drooped. "But, what will I do?"

"If you do not want to be alone, I believe I may have a spare bedroom" Rarity interjected. "You can stay as long as you like, dear."

"Thanks Rarity. You have no idea how much that means to me." Twilight said, and reached out a hoof past the bars, to hug her little dragon close to her.

"Oh I think I do Twilight. It's just a shame I couldn't . . . put together some scarves or coats or something for you two. Oh if only I knew where you'd be off to, I could put something together and . . ." Rarity stopped to sniffle. "Do take care of yourselves."

At that, all of her friends gathered around Twilight. The lavender alicorn had just enough room to stretch out both forelegs and participate in a group hug. Even Celestia leaned in and wrapped a wing around Twilight.

* * *

Cadence stepped out away from the cave. The guards saluted her as she passed, and the worn-out princess merely nodded at them in return. Even from the entrance, she could still hear the voices of Twilight and her friends. Part of her considered going back on her sentencing, and letting them stay. Or maybe even shortening it. She allowed her mind to shake and stir the idea through every corner of her head before finally deciding that no, she needed to stick to her word.

"Let them stay as long as they want." Cadence told the guards. "But at night-fall, they must leave so that the princesses may rest."

"Yes Princess." The guards answered in unison.

Cadence stepped away from the caves until even the voices from within were nothing more than a whisper. She sat herself down, staring out over the destruction. In the distance, ponies moved rubble, and put out fires. Bodies were dragged out, and stretchers were drawn. The grim reminder that many more would be discovered reminded Cadence why she couldn't go back on her word.

"Here you are," came a soft whisper of a voice from behind.

Cadence turned, and her body shivered at the sight of her husband. "Shining." She said.

"How are you?" He asked.

Cadence sighed, letting her shoulders sag. "I feel like I could throw up."

"That bad, huh?" Shining Armor asked, and to the princess' surprise, stepped right up to her and hugged her. Married they were, but she had just ensured that her husband would live the rest of his life without his little sister.

"Shining, I'm so sorry . . ." Cadence began, but the captain interrupted her.

"Did it have to be a thousand years?"

Cadence sighed. She leaned her head onto Shining Armor's shoulder, and felt just how rigid his body was. He never stiffened up like this unless he was holding something back. Whether it was tears for his sister or curses against his wife, she didn't know.

"I think," Cadence said, giving out a sigh. "it was the fairest thing I could do."

"You realize what you've just done to her? To her friends? To Me?"

Cadence stared up at her husband, meeting his gaze with her own. She saw the pain in his face, the hesitation at just having her next to him. Split between his wife and his sister, Cadence closed her eyes.

"What was I supposed to do? Ponies needed closure so that we could move on and . . ." Cadence shuddered as her voice broke up and she started to cry. "I didn't want to do it. But I didn't have a choice. Equestria needs time to heal. And I don't think that can happen as long as they're here."

Shining Armor stared down at his wife and hugged her, muffling her sobs into his fur. He took in a deep breath, letting it out as his eyes searched the white puffy clouds above. Holding Cadence close to him, he searched for the words to console his wife, to ease his own pain. But nothing would come. "W-What about the Elements of Harmony?" Has asked, grasping at straws at this point.

Cadence only shook her head. "The Element of Magic divorced itself from Twilight after they defeated Daybreaker. I-I suspect it detected whatever Chrysalis had done to her." Cadence explained once she'd calmed down. "We . . .We don't have an Element of Magic right now."

Shining Armor winced his eyes shut. _Twilight you idiot._ He mentally scolded her. Just trying to keep the conversation going, he asked, "What will you do about that?"

Shaking her head in his arms, Cadence said, "I-I don't know. Moon Dancer might be a candidate but . . . I don't want to force it on her, not after this."

Finally pulling out of the hug with his wife, Shining Armor stared into her eyes. "You've got time to figure that one out. You don't need to do it right now."

"S-Shining . . . I-I"

"I know you are." The unicorn whispered, and he leaned in, kissing his wife on the lips. He closed his eyes, blinking out his tears.

The kiss lingered for only a moment, with Shining Armor and Cadence leaning on each other for support. When their lips did eventually part, Cadence averted her eyes and said, "You should be down there. She'll want to see you . . . before she goes."

Shining Armor placed a hoof on his wife. "What about you?"

"I already saw them. I don't think they'll want to see me . . .at least, not right now."

Shining Armor didn't say anything in response. He just nodded. Then giving Cadence a quick smile, he turned and headed towards the cave. Cadence watched her husband until he had vanished into its depths. Letting out a sigh, the princess stared back out over Canterlot and sighed. "This is for the best." She told herself, though whether or not she actually believed it, even she wasn't sure.

"It's gonna be long thousand years." Cadence said to herself.


	30. Chapter 30: Epilogue

It's here. It's hard to believe this is the end of the road for this story, but here it is. _A Nightmare Come True_ is a story I've had in the works since around May of 2016. It's probably been the longest period of time I've put towards one story. And with that length of time, there were moments I didn't think I'd ever finish; yet here we are. Thank you everyone who has read this story, added it to their favorites, or followed it. I greatly appreciate all the comments that this story has received, and hope you will let me know your thoughts now that it is done. Enjoy this little epilogue and I do hope that you all will continue to enjoy my work. Thank you.

 **Chapter 30**

Flowers. Row after row of flowers lay stretched out as far as the eye could see for Celestia. Daffodils, tulips, posies, sunflowers and many more sprinkled over the ground like raindrops. In every color and every size, they filled the air with a warm, sweet aroma. The cloudless blue sky above arched over the meadow, creating a sight similar to what one might find on a postcard.

With the peacefulness of nature surrounding her, Celestia stopped at each bush, at each flower along a narrow cobblestone path to take in each flower's scent. Each one relaxed her, and pushed her troubles further out of reach. She wondered if this meadow ever ended, if her path ever diverged away, and hoped that such would not be the case.

Over time, Celestia meandered past the flowers and even several hummingbirds, when she spotted a pony laying amidst a patch of lilies. From where she stood, she could see the pony watching her, following her every move. Curious, Celestia wandered over to her observer. Only when she'd gotten within several feet did she recognize the pony in front of her.

"Luna? Is that you?" She asked softly.

"It is," replied her sister. "Come. Sit with me."

Celestia stepped over and laid herself down at her sister's side. Gazing over her surroundings once more, she released a sigh. "I am dreaming, aren't I?"

"You are." Luna answered. "It is the only way in which we may communicate. However," and Luna paused, "it will also be our last, for I am no longer bound to this world."

"I understand." Celestia said, her head drooping to her sister's shoulder. The troubles that the flowers had so easily drowned out, were coming back.

"I wanted to see you one more time. I wanted to tell you just how much I love you, and that I consider myself lucky to have one as wise as you for a sibling. I hardly think I ever said that to you."

"You would say that even after what I have done? After what I did to our citizens . . . after what I did to you?"

"Tis nothing you haven't forgiven me of doing before." Luna answered, providing a warm smile that Celestia felt much too undeserving of. "Remember, I did those things too. And I suffered the same punishment, yet you welcomed me back with open arms."

"How?" Celestia eventually asked, looking away from her sister's smile. "How did you live with it? The more time that passes, the more I am able to remember. I do not know how I can forgive myself for committing such terrible acts."

"If it is of any consolation to you, for a long time, I was the same." Luna explained. "For many years after my transformation out of Nightmare Moon, I would see the faces of many that I'd hurt."

Luna paused for a moment. Her body seemed to tremble at Celestia's side. Then leaning back against Celestia, she continued, "But with the help of some friends, I learned I was no longer that pony. The monster inside me that was Nightmare Moon was in the past. You must learn to do the same. Daybreaker is not you who are. She does not define Princess Celestia. And until you can accept that, the memory of Daybreaker will continue to haunt you."

Celestia closed her eyes. "How can I do this without you?"

"That one is easy." And Celestia could feel her sister smiling. "You have a friend who loves you very much, and will never leave your side. She may help you where I cannot."

Celestia faced her sister. "But you . . ."

"Will be watching over my big sister forever and for always." Then pressing her forehead against Celestia's, she said, "I will always be with you Celestia."

The moment of peace between them was short. For out of the corner of her eye, Celestia soon spotted a petal from a yellow lily falling to ground. Upon touching the dirt, the petal evaporated, taking the small patch of dirt with it. One by one, petals from each of the flowers began to fall. And as each one hit, more of the ground disintegrated, opening up a black void beneath them.

"What is happening?"

"You are waking." Luna answered, her face tinged with disappointment.

"No! Please Luna, let me stay a little longer!" Celestia stood up to hug her sister, but her hooves passed right on through.

"Do not fret dear sister." Luna answered calmly. "I will always be with you."

"Luna!" Celestia cried out once more, and then the meadow was gone. Luna was gone.

* * *

Celestia's eyes opened up and it took her a few moments to gather herself. Sweat trickled down her face, and she found herself panting for breath. Across from her sat Twilight Sparkle, eyeing her worriedly. "Princess Celestia?" She asked, "Are you okay? You were mumbling in your sleep."

"I-I was?"

"Something about Luna . . ." Twilight began, and then stopped herself, apparently thinking better of continuing. Her ears drooped and her eyes fell to the floor. "I suppose there'll be plenty of sleepless nights for both of us to look forward to."

Celestia merely gazed out of the window of the carriage she and her pupil were in. Several pegasi carried their small carriage high above Equestria. The houses and ponies below looked to be nothing more than ants on top an ant hill. Up front, Celestia could hear Cadence discussing something with one of her accompanying soldiers. The princess had wanted to see them off personally.

"How long did I sleep?" Celestia asked calmly.

"Two, maybe three hours."

"What about you? Have you managed any sleep?" Celestia asked, adjusting herself to better face the lavender pony.

Twilight shook her head. "No. Every time I close my eyes now, all I see is Starlight Glimmer. Others too, but mainly her."

Celestia reached out, and stroked a hoof along Twilight's face. "Don't worry." She said, "Things will get better. You will just have to give them time."

"Maybe." Was Twilight's only response.

Celestia withdrew her hoof and allowed the young princess to have some space. Honestly, she wasn't sure how much better things would get. Her dream with Luna had calmed her, but she knew those loving words from her sister would soon fade off into memory, and the nightmares would begin.

Celestia stared out the carriage window once more. How many times had she heard Luna scream in her sleep? And how many times had she needed to awaken her sister, and save her from the uncontrollable nightmares that had plagued her? Those first few years after Luna's reformation from Nightmare Moon had been tough. She'd spent so long trapped within her own body, she would have frequent mental breakdowns. Then Celestia had learned of the Tantabus and just how much of Luna's pain had been self-inflicted.

Turning to Twilight, Celestia watched the young alicorn bury her face in her hooves. _Could this be Twilight's fate as well?_ The thought of her own student tearing herself apart like that broke Celestia's heart. To much had been lost over the past several months for her to afford losing the only friend she had left. No matter what happened, she needed to be strong for Twilight.

Standing up, Celestia walked over to Twilight, and took a seat next to her. Not giving her fellow princess time to question, Celestia slid a hoof around Twilight and pulled her in for a hug.

"P-Princess?" Twilight managed out.

"Try to sleep." Celestia said. "We still have quite a ways to go. I can't promise there won't be nightmares. In fact, I know they'll be waiting. But when they come, I'll be right here."

Twilight gave a weak smile in return. She didn't say anything, just lowered her head at her mentor's side and closed her eyes.

* * *

A high-pitched squeaking and the familiar jerking of a rocky landing pulled Celestia's eyes towards the window. They'd finally landed. She let out a long breath at the glimpse of land outside. Dark mudcracked clay stretched out over the land. Dead twigs that once stood as trees lay uprooted and caved-in. If one weed sprouted from the ground, it was a miracle. The wind kicked up dirt and gravel, pattering it against the carriage window like hail. Even the sun up in the sky appeared brown and dead.

Shuffling at her side distracted Celestia and with a quick glance, found Twilight stirring.

"Are we there?" She asked.

"It appears so." Celestia answered. When next she glanced at the window, a shadowed figure obscured much of her view. The sudden appearance startled her, until the door to the carriage opened, and in stepped Princess Cadence.

The princess of love undid a scarf that she'd wrapped around her mouth to keep the dirt out. She tried for a smile, but failed. "I'm sorry. We wanted to fly past this, but the wind was only getting stronger. And the soldiers are starting to tire."

Celestia shook her head. "Here will be fine." Then leaning in, Celestia placed her horn against Cadence's forehead. "And here, you'll need some extra magic to raise and lower the sun and moon."

Cadence's eyes opened up wide at the realization. For a moment, Celestia thought she'd even object. The thought must have never crossed her mind. Celestia had been manually continuing her duty from within her cage for the past week, as she assumed Cadence had forgotten about it.

When Cadence finally nodded in acceptance, Celestia closed her eyes and pushed enough of her magic out through her horn and into the princess. She felt herself weaken, but only slightly. When she pulled away, she found Cadence's face scrunched up, as if she'd eaten something sour.

"Are you alright?" Celestia ask.

"Yes. I think so." Cadence answered. Eventually, she opened up her eyes, her horn still glowing. "What about you?"

Celestia simply nodded.

Silence passed over them for a moment. None knew what to say to the other. Even Celestia, who'd had many a lifetime with every form of interaction known to pony-kind, could think of nothing. However, when she saw the hurt and guilt in Cadence's eyes, a soft smiled crossed over her face. Celestia placed a hoof on Cadence reassuringly. "I know you'll take good care of Equestria."

Cadence gulped and her voice cracked. "I'm sorry it has to be this way. I'm sorry I couldn't do better for you."

"Give the circumstances, I think you did your best." Celestia comforted. "None of this fault lies with you."

Cadence gave a brief nod and said, "Thank you." Then, she turned to Twilight who'd avoided eye contact since she'd stepped into the carriage. "Twilight." She said softly. "I'm going to miss you."

Twilight shuddered at hearing her name. She took in a deep breath and looked up to Cadence. "I'm going to miss you too." Then without warning, Twilight leapt into her former sitter's hooves and hugged her.

Celestia sat and watched the two. Both Twilight and Cadence allowed themselves a brief cry. One which they both deserved and so needed. Sitting back, Celestia wished something could be done, wished the past could be changed, for neither one deserved the future that was coming. Celestia, she could handle her own, but Twilight and Cadence were both still young. They didn't need this.

A sudden howl from the wind outside captured Celestia's attention and she saw more dirt thrown against the carriage window. Closing her eyes, she let out a sigh. It was time. "We should probably be going Cadence. Your soldiers should get out of this weather."

Cadence pulled herself away from the hug to see what Celestia was talking about. Tears stained her puffed up cheeks, and her nose had turned a bit red. "Oh. Yeah, I suppose you are right."

"Don't worry. We'll be fine." Celestia said, and motioned for Twilight to get up.

Opening the door to the carriage, the wind's howling entered through the door with a chill, bringing in all sorts of dirt and twigs. It pushed back on Celestia, coating her mane a speckled brown.

Stepping out of the carriage, Celestia used what magic she had to create a small barrier, one to help protect them from the elements. It was far from perfect, but it would do.

Twilight followed her out, and then turned back to Cadence. "Would you . . . would you look after my friends for me? And tell them that I love them?"

"Twilight . . ." Cadence whispered. Her voice quivering and her eyes wet, she nodded her head. "Of course, I will."

"Thanks."

With that, Twilight stepped away from the carriage and next to Celestia. "Take care Twilight. Take care Celestia." Princess Cadence said. "Take care of yourselves. I-I love you." With that, Cadence used her magic to pull the door to the carriage closed. Another second passed, and the stallions up front galloped their way into the air.

Celestia and Twilight watched as Cadence's carriage ascended into the sky, and then was gone.

All around them dust and dirt blew by. The wind whistled and howled, bending what little greenery existed in the barren desert. Instinctively, Celestia placed a wing around Twilight, and hugged her in close.

"So . . . I guess this is the end, isn't it?" Twilight said.

"It's as much an ending as anything else in life." Celestia said. "But this isn't our ending Twilight. This is our new beginning; our chance to start over." Then looking down at the lavender alicorn, Celestia said, "We shouldn't squander it."

Twilight didn't respond, but she didn't need to. Celestia understood her companion well enough. So, into the storm they walked, side by side. Not a word passed between them, but not a word was needed. Together, the two wandered deep into the desert, away from the hearts of Equestria, and into the forgotten pages of history.

The End.


End file.
